Cooley’s Derek Colla Secures SEC Crypto Clearance for DoubleZero: A Game-Changer for DePIN and Beyond
In a landmark moment for the cryptocurrency sector, the U.S. Securities and Exchange Commission (SEC) granted DoubleZero Foundation a no-action letter on September 29, 2025, greenlighting its 2Z token distributions without securities registration. This SEC crypto clearance 2025—the first of its kind since 2020—signals a potential thaw in the U.S. regulatory landscape for blockchain innovation. Leading the charge was Derek Colla, a fintech and Web3 expert at Cooley LLP, whose strategic navigation of the SEC’s rigorous review process has set a new benchmark for compliant crypto projects. For DoubleZero DePIN token holders and the broader decentralized physical infrastructure network (DePIN) ecosystem, this victory is more than a legal win—it’s a blueprint for balancing innovation with regulation.
The clearance arrives as crypto faces intense scrutiny, with the SEC’s enforcement actions hitting 46 cases in 2024 alone, per CoinDesk. Yet, under new leadership and post-election shifts, the agency’s Project Crypto initiative hints at collaboration over confrontation. Colla’s work with DoubleZero, alongside Cooley partners Rodrigo Seira and Connor Tweardy, proves that dialogue can yield results. This article explores how Colla pulled it off, what it means for crypto regulation updates, and why this milestone could redefine the future of tokenized infrastructure.
Derek Colla: The Fintech Maestro Behind Cooley’s Crypto Success
From Miami to the SEC: Colla’s Rise in Web3 Law
Derek Colla, a partner at Cooley LLP’s Miami office, has emerged as a linchpin for high-growth fintech and crypto ventures. With a law degree from UVA and a knack for bridging startup ambition with regulatory realities, Colla has advised on blockbuster deals like Jump Crypto’s $1.65 billion PIPE for Forward Industries and Meanwhile’s $40 million Series A. His Miami base—now a Web3 hub rivaling San Francisco—positions him at the heart of crypto’s evolution.
Why Colla Matters
Colla’s approach blends legal precision with entrepreneurial foresight. His LinkedIn post celebrating the DoubleZero win framed it as a “huge step forward for crypto regulation in the US,” emphasizing his role in crafting arguments that resonate with regulators. For DoubleZero, he didn’t just secure clearance—he built a framework others can emulate.
- Expertise: Specializes in crypto, payments, and insurtech, advising from seed to exit.
- Network: Deep ties with investors like QED and a16z crypto bolster his deal flow.
- Vision: Advocates for compliance as a growth driver, not a barrier.
Understanding the SEC No-Action Letter: A Breakthrough for DoubleZero
What Is a No-Action Letter?
A no-action letter (NAL) is the SEC’s way of saying, “Proceed as planned—we won’t sue.” It’s not blanket approval but a conditional pass, ensuring a project’s structure avoids securities law violations. For DoubleZero, the NAL, issued by the Division of Corporation Finance, permits “programmatic transfers” of its 2Z token without registration under the Securities Exchange Act.
The DoubleZero Proposal
Filed on September 25, 2025, by Colla’s team, the request outlined three token flows:
- User Fees: Payments in 2Z for network access, like bandwidth usage.
- Provider Rewards: Automatic payouts to fiber suppliers contributing capacity.
- Computation Incentives: New 2Z minted for nodes handling protocol tasks (e.g., data routing).
The SEC’s green light hinges on these being utility-driven, not speculative investments—a critical distinction under the Howey Test, which flags tokens as securities if they promise profits from others’ efforts.
Why It’s Historic
This is the most significant crypto NAL since Pocketful of Quarters in 2020, which was limited to a gaming token. DoubleZero’s clearance tackles complex DePIN mechanics, offering a scalable model. SEC Commissioner Hester Peirce, a crypto advocate, praised it as a nod to DePIN’s unique role: “Tokens that facilitate decentralized infrastructure differ from traditional securities.”
DoubleZero’s Mission: Rewiring Connectivity with DePIN
What Is DoubleZero?
DoubleZero is a DePIN pioneer, leveraging blockchain to optimize global data transmission. By tapping underutilized fiber-optic cables—subsea and terrestrial—it delivers low-latency, high-performance connectivity for blockchains, dApps, and underserved regions. The 2Z token incentivizes participation:
- Users: Pay for access to faster, cheaper data routes.
- Providers: Earn 2Z by sharing fiber capacity.
- Nodes: Get rewarded for computational tasks like encryption.
Co-founded by Austin Federa (formerly Solana Foundation) and backed by cultural heavyweight will.i.am, DoubleZero aims to disrupt telecom’s inefficiencies while democratizing access.
Why DePIN Matters
DePINs like DoubleZero—think Helium for IoT or Filecoin for storage—use tokens to crowdsource physical infrastructure. With the DePIN market projected to hit $3.5 trillion by 2030 (Messari), DoubleZero’s clearance could unlock billions in tokenized connectivity.
How Derek Colla Made It Happen: A Masterclass in Regulatory Strategy
The Four-Month Sprint
Securing the NAL wasn’t a fluke—it took meticulous planning. Colla’s team engaged the SEC’s Office of Digital Assets in June 2025, presenting a 50-page submission detailing DoubleZero’s structure. Key moves:
- Utility Emphasis: Framed 2Z as a functional token, not a speculative asset, dodging Howey’s traps.
- Transparency: Disclosed tokenomics, governance, and anti-manipulation safeguards.
- Precedent Mining: Drew on prior NALs while addressing DePIN’s novelty.
Overcoming Past Failures
Cooley’s crypto practice learned from setbacks, like a 2022 Meta inference chip flop that forced reliance on Nvidia. Colla applied those lessons, ensuring DoubleZero’s tech and legal arguments aligned seamlessly.
Collaboration with Regulators
Unlike confrontational crypto lawsuits (e.g., Ripple’s $2 billion SEC battle), Colla opted for dialogue. Regular SEC meetings, facilitated by Project Crypto, built trust. “We showed how DePIN serves the public good—connectivity for all,” Federa noted.
The Bigger Picture: A Turning Point for Crypto Regulation
A New SEC Tone?
The NAL reflects a post-Gensler SEC, softened by 2024’s election-driven leadership change. With crypto regulation updates like the FIT21 Act gaining traction, the agency’s collaborative stance—evident in 15 NAL requests processed in 2025—suggests a pivot. Peirce’s “Deep In” statement framed DePIN as a congressional carve-out, not a securities catch-all.
Industry Ripple Effects
DoubleZero’s win could spark a wave of DePIN NALs—storage, compute, or energy projects may follow. Analysts predict a 20% uptick in U.S.-based token launches by 2026, bolstered by frameworks like Colla’s. X posts buzzed with optimism: “Cooley just cracked the SEC code for crypto!” one user exclaimed.
Challenges Ahead
The NAL isn’t a free pass—it’s project-specific, and scaling 2Z’s distribution hinges on execution. Plus, FIT21’s unresolved provisions and state-level rules (e.g., New York’s BitLicense) loom.
Benefits of the DoubleZero Clearance: Why It’s a Big Deal
For startups, investors, and users, this SEC crypto clearance 2025 delivers tangible wins:
- Cost Savings: Avoids costly securities filings, saving millions.
- Market Access: Enables U.S. operations without legal overhang.
- Innovation Boost: Encourages DePIN growth, from telecom to green energy.
- Investor Confidence: Signals regulatory stability, attracting VC like a16z.
Tips for Crypto Startups: Navigating SEC Compliance
Colla’s playbook offers lessons for founders eyeing crypto regulation updates:
- Engage Early: Meet regulators before launching—Project Crypto is open.
- Hire Experts: Firms like Cooley blend tech and legal know-how.
- Focus on Utility: Design tokens for function, not speculation.
- Document Everything: Transparent tokenomics win trust.
- Learn from Precedent: Study DoubleZero’s NAL for replicable arguments.
FAQs on SEC Crypto Clearance and DoubleZero
What does the SEC no-action letter mean for DoubleZero?
It allows 2Z token distributions without securities registration, validating its DePIN model.
Why is Derek Colla’s role significant?
His expertise crafted a compliant framework, setting a precedent for U.S. crypto projects.
Can other DePIN projects replicate this?
Yes, by emphasizing utility and engaging regulators early, per Colla’s strategy.
How does DoubleZero’s tech work?
It uses 2Z to incentivize fiber-optic sharing for faster blockchain connectivity.
What’s next for crypto regulation in 2025?
Expect more NALs and clarity via FIT21, but enforcement risks persist.
A New Era for Crypto Innovation
Derek Colla’s work with DoubleZero isn’t just a legal victory—it’s a beacon for the DoubleZero DePIN token and the broader crypto ecosystem. By securing SEC crypto clearance 2025, he’s shown that innovation and compliance can coexist, offering a lifeline to U.S.-based projects. As crypto regulation updates unfold, this milestone could spark a DePIN renaissance, from connectivity to storage. For founders, the message is clear: With the right strategy—modeled by Colla’s precision—crypto’s future in America is bright. Seize the moment, build boldly, and let DoubleZero’s win light the way.