DoubleZero

Response of the Division of Corporation Finance

September 29, 2025

Re: DoubleZero
        Incoming letter dated September 25, 2025

Based on the facts presented, the Division will not recommend enforcement action to the Commission if, in reliance on your opinion as counsel, Programmatic Transfers that are conducted in the manner and under the circumstances described in your letter are not registered under Section 5 of the Securities Act and 2Z is not registered as a class of equity securities under Section 12(g) of the Exchange Act. Capitalized terms have the same meanings as defined in your letter.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the issues presented.