/// 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.

2. Geographical / jurisdiction restrictions

The availability and dissemination of information on this website may be subject to restrictions under applicable laws or regulations in certain jurisdictions.

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:

  • United States and Canada: This website and the information contained in it should not be accessed by any US or Canadian natural or legal person (or anyone located in, resident in, or organised under the laws of the US or Canada). The information is not, and must not be construed as, an advertisement or public offering in the US or Canada.
  • United Kingdom: The information is directed only at UK investment professionals (as defined under the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended). It is not intended for retail investors.
  • European Economic Area ("EEA"): The information is directed only at EEA investment professionals and is not intended for retail clients (as defined in MiFID II).

Persons in any of the above jurisdictions (or any other jurisdiction where access would be unlawful) must not access this website.

3. Access at your initiative

By proceeding and accessing this website, you confirm that your access is not the result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting accessible to the public, or any solicitation by a person not previously known to you in connection with investments generally.

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.
  • Nothing on this website constitutes an offer, solicitation or invitation to invest. Any investment into an Investment Product will only be made on the basis of definitive offering documentation.
  • You access the website entirely at your own risk and initiative.

/// FAQs

Frequently asked
questions.

Answers to common questions.

General

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 the City of Luxembourg, 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.

About the Omnes Mining Note

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 a secured zero coupon debt note security, with full and final repayment at the 36-month maturity date of the OMN, in the form of Bitcoin generated and accrued to the OMN, less predefined OMN offering fees and expenses.
The OMN offers exposure to yield via Bitcoin mining economics with a focus on better risk adjusted returns. Unlike Bitcoin or Bitcoin mining stocks, the OMN converts hashrate into a yield-producing asset that captures both Bitcoin mining rewards and Bitcoin's upside while reducing volatility tied to market sentiment or corporate performance.
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.

Investors

The OMN is for natural or legal persons who are professional investors. Professional investors are natural or legal persons 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 in the OMN of at least USD 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 the laws and regulations applicable to them to invest in the OMN. For more information, please refer to the OMN private placement memorandum, the subscription agreement and other offering documentation.
USD 100,000.
To access offering documents and subscribe, investors must first create an account on the Omnes platform. Once verified, they 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.
Performance reports are issued quarterly, providing detailed insights into mining output, hashrate allocation, and operational performance. Audited summaries and custodian attestations are published annually to maintain full transparency for investors.

Investment

Yes. After the initial offering and the expiration of the 40 day lock-up period, OMN may be transferred between eligible non-U.S. investors on the Omnes platform through peer to peer transactions or through approved secondary venues that meet the required compliance standards.
Transparency is maintained through continuous on-chain visibility and independent verification. Each investor receives access to a dedicated OMN dashboard that provides real-time access to OMN performance metrics, including total hashrate, uptime, and Bitcoin mined daily. In addition, Omnes issues weekly performance reports, annual audited summaries, and custodian attestations, ensuring investors can independently verify both operational and financial performance at any time.

Tax & Reporting

Tax treatment depends on each investor's jurisdiction. OMN does not constitute a regulated security, and 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.
Yes. Investors will have access to periodic reporting that details mining performance, Bitcoin output, and operational metrics. Omnes also engages a Big Four independent auditor to review hashrate allocation, custody balances, and accounting procedures to maintain full institutional transparency.
Investors receive subscription documentation, proof of token allocation, and detailed performance statements. Annual audit reports and custodian attestations are also provided to support internal accounting, administration, and compliance requirements.
All returns are distributed in Bitcoin to each investor's designated wallet at maturity.
Contact IR → View OMN Details