/// Terms of Access

Welcome to the
Omnes Website.

This website www.omnes.io and the information contained on it are provided by Omnes Securities S.à r.l. ("Omnes") solely for information purposes. Structured products are offered by way of private placement only to non-US investors who qualify as professional investors under MiFID II.

Please scroll through and read all terms carefully before agreeing. If you do not agree, you must immediately leave this website.

1. Acceptance of terms

By clicking "I Agree" below, you confirm that you have read, understood, and agree to be bound by:

You further attest that you are a professional investor who is permitted to access this website and the information contained on it in accordance with applicable laws and regulations.

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The information on this website is not, and under no circumstances should be construed as being directed at, or intended for dissemination to, or use by any natural or legal person in any jurisdiction (whether such jurisdiction is determined by virtue of physical, virtual or registered office, domicile, nationality, or residence), where the dissemination or use of such information would be violating restrictions under applicable laws or regulations in such jurisdiction.

In particular:

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Furthermore, by proceeding you hereby confirm the following representations and warranties are accurate and correct:

  1. I am a professional investor (as defined under MiFID II or the equivalent definition under the applicable law in my country of residence/registration) and I am eligible, in accordance with the applicable law, to request and receive this information.
  2. I have approached Omnes on my own exclusive initiative and this access does not come about as a result of any direct or indirect contact, solicitation, intervention, marketing, pre-marketing, arranging, advice, offering or placement efforts, nor as a result of any form of general solicitation or advertising by or on behalf of Omnes or its affiliates.
  3. To the extent I have already received any information, documentation or communication concerning Omnes (including the link to this website), it was sent to me at and after my own request and otherwise only upon my own initiative.
  4. Any decision to access this website or to consider any investment will be based solely on my own due diligence and review of materials received at my request.
  5. If any of the above representations becomes untrue or inaccurate, I will promptly inform Omnes in writing.

4. Validity

If any provision of these terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision and the other provisions of the website shall remain in full force and effect.

5. Governing law and jurisdiction

These terms of access will be governed by, construed, interpreted and applied in accordance with the laws of the Grand Duchy of Luxembourg, without regard to its conflict of laws principles. Any dispute, claim or difference arising out of or in connection with these terms of access, your access to and use of this website, or the subject matter or formation of either (including any non-contractual dispute, claim or difference) will be referred to and finally resolved by the courts of Luxembourg City, Grand Duchy of Luxembourg.

By clicking "I Agree" you acknowledge that:

  • This website and all information on it are provided on an "as is" basis with no representations or warranties.
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  • You access the website entirely at your own risk and initiative.
OMN  Marketing

Omnes Mining
Note (OMN)

A tokenized Bitcoin hashrate backed security offering structured exposure to Bitcoin yield through institutional scale Bitcoin mining data centers.

Express Interest FAQs →

/// Key Terms — Series 1

  • Target raiseUS$50,000,000
  • Token priceAvailable upon request
  • Minimum investmentUS$100,000
  • OMN backing1 PH/s of Bitcoin hashrate
  • Tenor36 months
  • Expense ratio3.75% total
  • Performance fee0%
  • Asset classBitcoin hashrate
  • DistributionBitcoin at maturity
  • Eligible investorsProfessional Investors (MiFID II), non-U.S. and non-restricted persons

/// Investment Objective

The OMN seeks superior risk-adjusted returns relative to Bitcoin spot, with uncapped upside participation.

The Omnes Mining Note (OMN) provides professional investors with structured exposure to Bitcoin mining returns through institutional scale Bitcoin mining data centers, packaged as a tokenized financial product.

The OMN converts Bitcoin hashrate into an investable financial instrument with full DeFi composability, offering transparent and compliant access to native mining-generated returns without the burden of owning, operating and maintaining physical mining hardware.

Each OMN is backed by a fixed one petahash per second (1 PH/s) of Bitcoin hashrate for the duration of the 36-month tenor. Ownership is recorded in book-entry form and mirrored on-chain under the ERC-3643 standard.

/// Overview

Target Raise
US$50,000,000
Token Price
Available upon request
Minimum Investment
US$100,000
OMN Backing
1 PH/s of Bitcoin Hashrate
Tenor
36 Months
Eligible Investors
Professional Investors (MiFID II), non-U.S. and non-restricted persons
Asset Class
Bitcoin Hashrate
Distributions at Maturity
Bitcoin

The Omnes Mining Note (the OMN) is a tokenized Bitcoin hashrate-backed security structured as a secured debt note with a 36-month tenor and issued by way of a private placement offering through a Luxembourg securitization fund vehicle.

The OMN accrues value in the form of mined Bitcoin on a continuous basis. During the tenor, subject to a liquid secondary market developing, the OMN can be traded among whitelisted professional investors.

Distributions of mined Bitcoin, accrued to each OMN, are made to OMN noteholders at the 36-month maturity date in the form of Bitcoin, representing full and final repayment of the debt note.

Express Interest → Read FAQs

/// Documents

Create or log in to your account in order to access the OMN private placement memorandum, the subscription agreement and other offering documentation.

Coming Soon
Offering Documentation
Private placement memorandum, subscription agreement and related materials
Log In to Access

Don't have an account? Contact IR to request access to offering documentation.

/// Details

ISIN
TBC
Issuer
Omnes Securities Fund
Management
Omnes Securities S.à r.l.
Administrator
Apex Fund Services S.A.
Attorney
Arendt & Medernach S.A.
Auditor
Big Four Auditor
Bitcoin Custodian
Coinbase Luxembourg S.A.
Security Agent
Apex Corporate Trustees (UK) Limited
Tokenization Platform
Tokeny S.A.
Blockchain
Base
Tradability
Between whitelisted professional investors
Instrument Type
Debt Note Security
Offering Type
Private Placement
Legal Structure
Luxembourg Securitisation Fund (with compartments)
Domicile
Luxembourg
Investment Currency
USD bank wire, USDT, USDC, BTC

/// Fees & Expenses

All-In Expense Ratio (Total / 36 months)
3.75%
Flat rate over the full 36-month tenor. Covers all management, custody, administration, and operational costs.
Performance Fee
0%
Zero performance fee. Investors retain all upside above the expense ratio.

The 3.75% expense ratio covers fund administration, custody, tokenization, mining operations management, legal and compliance costs, and audit fees, all bundled into a single, transparent figure.

* Expense Ratio includes the management fee, custody charges by the custodian, pool fees paid to the mining pool, and expenses related to the fund administrator and auditor.

/// DeFi Features

Onchain capabilities for your tokenized assets.

OMN is built for onchain utility, with more integrations on the way.

Onchain Representation
OMN is issued onchain, with initial deployment on Base.
Base
Supported Settlement Assets
Multiple currencies accepted
Subscriptions are accepted in USD, USDC, USDT and BTC. Secondary transfers are supported in USDC, and USDT.
Coming Soon
Cross Chain Interoperability
Move OMN across supported networks
Enable seamless movement of OMN across supported blockchain networks.
Coming Soon
DeFi Collateralization
Borrow against your OMN holdings
Access liquidity by borrowing against OMN while maintaining your underlying exposure. Use OMN as collateral, subject to platform terms and liquidation risk.

/// Subscription Process

The Omnes subscription process is designed for efficiency and compliance. Once your identity and accreditation are verified, you can seamlessly invest in offerings without needing to repeat the onboarding process.

01
Create Account / Log In
Begin by creating an account and verifying your identity. Complete your investor profile, accreditation status, and compliance requirements to gain access to the Omnes offering.
02
Choose Your Investment
Browse the Omnes Mining Note and specify your investment amount. Once selected, you will be guided through the subscription and funding workflow directly within your dashboard.
03
Review and Sign
Electronically review and sign all subscription documents. You may then fund your investment via USD wire transfer, USDC, USDT or BTC and hold them securely within your account.
Express Interest → Read FAQs

/// FAQs

OMN is an institutional-grade security that provides direct exposure to yield via the Bitcoin network's computational infrastructure (hashrate). Each OMN is backed by and represents one petahash per second (1 PH/s) of hashrate over a fixed 36-month term. Hashrate for the OMN is aggregated by Omnes from institutional-grade Bitcoin mining facilities, allowing investors to participate in institutional-grade Bitcoin mining economics without the burden and risks of owning, operating and maintaining physical Bitcoin mining hardware and related infrastructure.
Each OMN is backed by one petahash per second (1 PH/s) of Bitcoin hashrate deployed for a fixed 36-month term. During this period, Bitcoin generated through block rewards and network fees accrues to each OMN. At maturity, investors receive the total Bitcoin mined and accrued to the note, net of predefined offering fees and expenses. OMN holders benefit directly from Bitcoin mining rewards and price appreciation, with no caps or performance fees.
The OMN offering will be carried out by way of a private placement offering through a bankruptcy remote Luxembourg securitisation fund as the issuer, structured under the Luxembourg Securitisation Law of 22 March 2004, as amended. The OMN tokens will be accessible for subscriptions through the Omnes portal powered by our partner tokenization platform.
The OMN is for natural or legal persons who are professional investors who (i) qualify as professional investors under Annex II to Directive 2014/65/EU in the European Union, (ii) have sufficient sophistication to invest in the Securities in accordance with the laws of their country of residence, and (iii) invest a minimum amount of at least US$100,000. Only natural or legal person professional investors who are (i) not from restricted jurisdictions, (ii) non-U.S., (iii) non-Canadian, and (iv) not restricted by applicable laws and regulations. For more information, please refer to the OMN private placement memorandum, the subscription agreement and other offering documentation.
Yes, the OMN offering is a secured offering. In accordance with the Luxembourg Securitisation Law of 22 March 2004, as amended, the Luxembourg securitisation fund issuer will have segregated, ring-fenced and limited recourse compartments for each of the issuer's offerings, protecting investors from any overspill of risks, liabilities and recourse between compartments.

To secure the OMN offering, Omnes is (i) appointing a third party security agent, and (ii) pledging in favour of the noteholders (a) the Bitcoin generated and accruing to each OMN, and (b) the hashrate that will back each OMN. OMN noteholders will have a senior secured creditor status with recourse to the pledged assets through the appointed security agent.

To safeguard investor capital, Omnes has appointed (i) an institutional-grade custodian to custody all Bitcoin generated by the hashrate backing each OMN, and (ii) a top-tier auditor for audited financials.
All FAQs → Contact IR

/// Disclaimer

The information on this page is provided for general informational purposes only and is qualified in its entirety by the Website Terms. It does not constitute investment, financial, legal, tax, or other advice, nor an offer to sell or a solicitation of an offer to buy any securities.

Prospective investors should not rely on any content presented on this page for making investment decisions, as it may be incomplete, condensed, subject to change, or not tailored to individual circumstances. Instead, any investment consideration must be based solely on a thorough review of the Website Terms and the 'Offering Documentation' of the 'Investment Product' (in each case, as defined in the Website Terms), which supersede all information on this website.

No investment should be made without first obtaining and carefully reviewing these documents, along with independent advice from qualified professional advisors. For access to the Investment Product Offering Documentation, please create or log in to your account on the Omnes platform or contact us directly.