Frequently asked questions.

Omnes is a compute infrastructure investment platform building the financial layer for a new class of institutional products. We identify yield generating compute assets and structure them into institutional grade financial instruments with full transparency, robust legal architecture, and seamless onchain interoperability. The firm's first product, the Omnes Mining Note (OMN), provides structured exposure to Bitcoin hashrate economics through a tokenized, Luxembourg-issued instrument.

Omnes is headquartered in the Emirate of Abu Dhabi, United Arab Emirates, with operations structured through its affiliated entities in Munsbach, Luxembourg and the Canton of Zug, Switzerland.

Hashrate is the computational power securing the Bitcoin network. It measures how many calculations are performed each second to validate transactions and produce new blocks for the Bitcoin blockchain. A higher hashrate increases network security, stability, and resilience, making it a key indicator of Bitcoin's overall strength and integrity.

OMN is a secured, limited recourse debt note whose returns come from Bitcoin mining. Each note carries a notional hashrate allocation of one petahash per second (1 PH/s) over an 18-month term. The hashrate is supplied under a hashrate purchase agreement by the Hashrate Aggregator, Omnes Technology AG, an Omnes affiliate, which may pay Bitcoin in place of any hashrate it does not deliver, calculated using the Omnes Hashprice Index. Investors gain exposure to Bitcoin mining economics without the burden and risks of owning, operating and maintaining physical Bitcoin mining hardware and related infrastructure.

Each OMN carries a notional allocation of one petahash per second (1 PH/s) of Bitcoin hashrate over an 18-month term. During this period, the Bitcoin mined with that hashrate, together with any Bitcoin paid in place of undelivered hashrate, is held in custody for the issuer's compartment. At maturity, noteholders receive their pro rata share of that Bitcoin, after costs and any tax liabilities, which rank ahead of noteholders. The total expense ratio is 3%, included in the price of the note, with no performance fee. Returns are not guaranteed, and investors can lose some or all of their investment.

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 a secured, limited recourse, non-interest bearing debt note, repaid in full and final settlement at the end of its 18-month term by distributing the Bitcoin mined with the notes' hashrate, or paid in its place, after costs and any tax liabilities.

OMN gives exposure to Bitcoin mining output rather than to a mining company. A mining stock also carries the company's operating performance, balance sheet, equity issuance and management decisions. OMN returns come solely from the Bitcoin mined with the notes' hashrate, or paid in its place, and are paid in Bitcoin at maturity, so their value still moves with the Bitcoin price and with network mining economics.

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.

The notes are secured in favour of a third-party security agent, Apex Corporate Trustees (UK) Limited, acting for the noteholders, by a pledge over the issuer's Bitcoin custody accounts and a pledge over its claims under the hashrate purchase agreement and the custody agreement. Only the security agent can enforce that security, and noteholders cannot direct it to unless the management company approves. Recourse is limited to the assets of the relevant compartment, and costs and tax liabilities rank ahead of noteholders.

Bitcoin for the notes is held by the custodian, Zodia Custody (Europe) S.A., and the issuer's audited financial statements are provided to noteholders once available.

OMN is available only to natural or legal persons who qualify as professional investors under Annex II of MiFID II or the equivalent rules in their country of residence, who invest at least US$100,000, and who are not US or Canadian persons, not in a restricted jurisdiction and not otherwise restricted from investing. For more information, see the private placement memorandum, the subscription agreement and the other offering documentation.

US$100,000.

To access offering documents and subscribe, investors must first create an account on the Omnes platform. Once the documents are published, verified investors can download all offering materials, including the Private Placement Memorandum and Subscription Agreement. After reviewing the documentation, investors can complete their subscription and purchase OMN tokens directly through the platform's secure interface.

The issuer makes reports available to noteholders quarterly. Each report sets out the Bitcoin arising from mining with the hashrate supplied and the Bitcoin received in place of undelivered hashrate. The issuer's audited financial statements are provided as soon as they are available.

Yes. After the initial offering and the expiration of the 40-day lock-up period, OMN may be transferred between eligible non-US, non-Canadian professional investors on the Omnes platform through peer-to-peer transactions or through approved secondary venues that meet the required compliance standards.

Noteholders receive quarterly reports from the issuer covering the Bitcoin mined with the hashrate supplied and any Bitcoin received in its place, and the issuer's audited financial statements once available. Reports and notices are posted to the Investor App, the investor dashboard on the tokenization platform, or sent by email. The Noteholder Register kept by the issuer is the definitive record of ownership.

Tax treatment depends on each investor's jurisdiction. Omnes does not provide tax advice. Investors are responsible for assessing any potential income or capital-gains obligations related to mining rewards or asset appreciation under their local laws. Independent tax counsel should be consulted prior to investment.

Investors receive their subscription documentation and confirmation of their entry in the Noteholder Register, which is the definitive record of ownership. Quarterly reports and, once available, the issuer's audited financial statements support internal accounting, administration and compliance requirements.

All returns are distributed in Bitcoin to each investor's designated wallet at maturity.

The OMN is issued by Omnes Securities Fund, a Luxembourg unregulated securitisation fund, not supervised by the CSSF, organised under the Luxembourg Securitisation Law of 22 March 2004, as amended. The fund operates a compartmentalised structure, meaning each offering is housed in its own ring-fenced, bankruptcy-remote compartment. Assets, liabilities and recourse are legally segregated between compartments, so creditors of one compartment have no claim against another. The fund is managed by Omnes Securities S.à r.l. as its management company. This is the same legal framework used by major European structured product issuers and is recognised by institutional allocators familiar with Luxembourg-domiciled vehicles. Legal counsel for the structure is Arendt & Medernach S.A., and Apex Fund Services S.A. is the corporate service provider. Noteholders are secured creditors of the relevant compartment, with recourse limited to its assets, and the security is enforced on their behalf by the security agent.

Bitcoin arising from the notes' hashrate, and any Bitcoin paid in its place, is custodied by Zodia Custody (Europe) S.A., a crypto-asset service provider authorised by the CSSF under MiCA, in a dedicated Bitcoin mining custody account. Zodia Custody (Europe) S.A. is appointed solely in a custodian capacity and does not hold a beneficial interest in the assets. Mining proceeds are routed directly from the mining operations into segregated custody accounts attributable to the relevant OMN compartment. The Bitcoin is held on behalf of the issuer and pledged to the security agent. If the custodian became insolvent, recovery of the Bitcoin could be delayed, partial or unavailable, as the risk factors in the private placement memorandum explain. The Bitcoin held is reported to noteholders in the issuer's quarterly reports and audited financial statements.

The issuer's financial statements will be audited by PricewaterhouseCoopers Assurance, Société coopérative (PwC Luxembourg). The issuer has no operating history, so no audited statements exist yet. They are provided to noteholders as soon as they are available, alongside the quarterly reports. The other service providers are the custodian Zodia Custody (Europe) S.A., the security agent Apex Corporate Trustees (UK) Limited, the corporate service provider Apex Fund Services S.A. and the tokenization platform Tokeny S.à r.l. The Hashrate Aggregator, Omnes Technology AG, is an Omnes affiliate.

OMN Series 1 is not currently rated by a credit rating agency. The note is offered by way of private placement to professional investors under MiFID II and is not listed on a public exchange, which is the typical context in which rated structured notes are issued. Investors are expected to perform their own credit and counterparty analysis on the basis of the OMN private placement memorandum and offering documentation. The structural features to evaluate include the secured and limited recourse nature of the notes, the compartmentalised issuer, the security agent's sole right of enforcement, the ranking of costs and tax liabilities ahead of noteholders, and the notes' dependence on the Hashrate Aggregator, an Omnes affiliate, delivering hashrate or Bitcoin in its place.

OMN is an 18-month private placement note and is not listed on a regulated exchange, so investors should expect to hold to maturity as the base case. After the initial offering and the expiration of a 40-day lock-up period, OMN may be transferred between eligible non-US, non-Canadian professional investors on the Omnes platform through peer-to-peer transactions or through approved secondary venues that meet the required compliance standards. Any transfer is subject to investor eligibility verification, jurisdictional restrictions and applicable transfer restrictions in the offering documentation. Because the note is tokenized onchain on Base via Tokeny S.à r.l., compliant transfers are technically enforced at the token level. Available liquidity will reflect bilateral demand among eligible professional investors rather than continuous exchange trading.

OMN is an 18-month secured, limited recourse, non-interest bearing debt note, repaid in full and final settlement at maturity by distributing the Bitcoin mined with the notes' hashrate, or paid in its place, after costs and any tax liabilities. The management company may compulsorily redeem a noteholder's notes at any time at their current value as it determines, notes that are the subject of a rejected transfer may be redeemed at the lower of their issue price and market value, and all notes are redeemed if an event of default occurs. The instrument is not open-ended and does not offer scheduled investor-level redemptions before the maturity date. Investors seeking liquidity prior to maturity must rely on the secondary transfer mechanics described in the offering documentation, which permit transfers between eligible professional investors after the 40-day lock-up. Any early redemption or wind-down rights at the issuer level are governed exclusively by the private placement memorandum and the relevant compartment documentation. Investors should size their OMN allocation against the assumption that capital remains committed for the full 18-month term.

Tax treatment depends on each investor's jurisdiction, entity type and accounting framework. Omnes does not provide tax advice. OMN is structured as a secured, limited recourse, non-interest bearing debt note, repaid in full and final settlement at maturity by distributing the Bitcoin mined with the notes' hashrate, or paid in its place, after costs and any tax liabilities, issued by a Luxembourg securitisation fund. Investors should consult independent tax counsel on the characterisation of the note, the timing and character of any income or gain arising at maturity, the treatment of Bitcoin received as repayment, withholding considerations under their local rules, and any reporting obligations that apply to digital assets received through a regulated custodian. The private placement memorandum, subscription agreement and Luxembourg tax disclosures included in the offering documentation provide the starting point for that analysis.

All OMN investors must complete onboarding through the Omnes platform before accessing offering documentation or subscribing. Onboarding includes identity verification, beneficial ownership verification for legal entities, sanctions and politically exposed person screening, and verification of professional investor status under MiFID II Annex II or the equivalent definition in the investor's country of residence. Eligibility checks confirm the investor is not located in, resident in or organised under the laws of the United States, Canada or another restricted jurisdiction, and is not a UK or EEA retail investor. KYC and AML procedures are performed in line with applicable Luxembourg anti-money laundering and counter-terrorist financing requirements. Ongoing monitoring is applied for the duration of the investment, and compliance with these requirements is enforced at the token level for any secondary transfer.

Apex Corporate Trustees (UK) Limited has been appointed as security agent for OMN noteholders. The security agent holds, administers and enforces the pledges granted in favour of noteholders on behalf of the noteholder class. The security consists of a pledge over the issuer's Bitcoin custody accounts and a pledge over its claims under the hashrate purchase agreement and the custody agreement. If an event of default occurs, only the security agent may enforce, and enforcement proceeds are applied in the order set by the priorities of payments, with costs and tax liabilities ahead of noteholders. The security agent alone decides whether and when to enforce. Noteholders cannot enforce the security themselves, or direct the security agent to enforce it, unless the management company approves that enforcement.

The total expense ratio for Series 1 is 3%, included in the price of the note, with no performance fee. It covers the fees, costs and expenses the issuer owes in connection with the notes, including mining pool fees, which the issuer reimburses into the Bitcoin custody account. Tax liabilities are not included and are paid separately from the proceeds. At maturity, noteholders receive their pro rata share of the Bitcoin held for the notes, after costs and any tax liabilities, which rank ahead of noteholders under the priorities of payments. Full detail is in the OMN private placement memorandum and the Offering Addendum.

A spot Bitcoin ETF gives investors exposure to the Bitcoin price alone, with no contribution from mining economics. A listed Bitcoin mining equity gives exposure to Bitcoin price plus corporate operating performance, balance sheet risk, equity issuance and management decisions. OMN is structured differently. It is a secured, limited recourse, non-interest bearing debt note with a notional 1 PH/s of hashrate per note over an 18-month term. The Bitcoin mined with the notes' hashrate, or paid in its place, is held in custody for the relevant Luxembourg compartment and distributed to noteholders at maturity. Investors are exposed to mining output and to the Bitcoin price, without operating a mine and without corporate equity risk. The trade-off is limited liquidity, with holding to maturity as the base case, and dependence on the Hashrate Aggregator, an Omnes affiliate.

OMN is offered by way of private placement to professional investors as defined under Annex II of MiFID II or the equivalent definition in the investor's country of residence. Eligibility requires that the investor is not located in, resident in or organised under the laws of the United States or Canada, is not a UK retail investor, is not an EEA retail investor and is not otherwise restricted from investing under applicable law. Within those parameters, OMN can be made available to qualifying professional investors in additional jurisdictions, subject to local private placement rules, marketing restrictions and reverse solicitation requirements. Family offices, asset managers, hedge funds, pension funds and corporate treasurers in eligible jurisdictions can confirm availability for their specific entity through the Omnes investor relations team and the private placement memorandum.

Eligibility as a professional investor is confirmed during onboarding on the Omnes platform. For natural persons, this requires evidence that the individual meets the criteria under MiFID II Annex II or the equivalent definition in their country of residence, including sufficient sophistication to invest in the securities. For legal persons, this requires confirmation of regulated status, balance sheet thresholds or other professional investor criteria under applicable rules. All investors must commit a minimum of US$100,000, in line with the documented minimum investment threshold. Eligibility checks are repeated at every transfer after the lock-up, including secondary transfers between eligible holders. Documentary evidence supporting professional investor classification is retained as part of the compliance file for the duration of the investment.

Each OMN carries a notional 1 PH/s of contracted Bitcoin hashrate over an 18-month term. Over that period, the Bitcoin mined with it, or paid in place of any hashrate not delivered, accrues to the relevant compartment and is custodied in Bitcoin form until maturity. As a result, investors carry two related economic exposures. The first is mining output, which depends on global network hashrate, Bitcoin block subsidy schedule, transaction fees and delivery of the contracted hashrate. The second is the Bitcoin price applied to the mined coins at maturity, because repayment is made in Bitcoin rather than fiat. There is no performance fee. Investors who want fiat-denominated outcomes can hedge their Bitcoin exposure independently after receipt at maturity, subject to their own mandate.

Hashrate for OMN is supplied by the Hashrate Aggregator, Omnes Technology AG, an Omnes affiliate, which has discretion over the miners and pools it sources hashrate from. Institutional allocators with environmental, social and governance mandates should evaluate the energy mix, location and operating practices of the mining facilities supplying the hashrate, alongside the broader debate on Bitcoin network energy use and grid impact. The issuer's quarterly reports cover Bitcoin output, and available information on hashrate sources can be requested through the investor relations team to support ESG diligence. Because OMN is a contractual exposure to hashrate rather than direct ownership of mining hardware or facilities, the facilities' emissions are not the investor's own scope 1 or 2 emissions; investors should consider how their ESG framework treats them as financed or indirect (scope 3) emissions when sizing an allocation.