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 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.

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.

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.

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 onchain 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 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.

The OMN is issued by Omnes Securities Fund, a Luxembourg securitisation fund 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 manager. 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 fund administration is handled by Apex Fund Services S.A. Investors receive a senior secured creditor position within the relevant compartment, with recourse to pledged assets through an appointed security agent.

All Bitcoin generated by the hashrate backing each OMN is custodied by Coinbase Luxembourg S.A., a regulated institutional-grade custodian operating under European supervisory standards. Coinbase Luxembourg 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 custodian arrangement is structured so that custodied Bitcoin remains the property of the issuer compartment and benefits from bankruptcy-remoteness in the event of custodian insolvency, in line with applicable Luxembourg law. Custodian attestations are published periodically alongside audited financials, allowing investors to independently verify balances held against the hashrate backing their notes.

Omnes has appointed a Big Four independent auditor to provide annual audited financial statements for the issuer and each compartment. The audit covers hashrate allocation against subscribed notes, custodian-held Bitcoin balances, accounting procedures and expense recognition in line with the disclosed 3.75% all-in expense ratio. Audited summaries are made available to OMN noteholders annually as part of standard reporting, complementing quarterly performance reports on mining output, uptime and hashrate allocation. The audit is independent from Omnes, the custodian Coinbase Luxembourg, the security agent Apex Corporate Trustees, the fund administrator Apex Fund Services and the tokenisation partner Tokeny. This separation of providers is intended to give institutional investors the same control environment they expect from regulated structured product issuers in Luxembourg.

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 using the OMN private placement memorandum, audited financials, custodian attestations and the operational performance reporting Omnes publishes quarterly. The secured nature of the note, the Luxembourg compartmentalised issuer structure, the senior secured creditor status of noteholders, the appointment of an independent security agent and the pledge of both the hashrate and the Bitcoin generated provide the structural credit features institutional allocators typically evaluate in unrated private placements.

OMN is a 36-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, non-UK retail and non-EEA retail 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 tokenised onchain on Base via Tokeny S.A., 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 a fixed 36-month secured zero coupon debt note with full and final repayment at maturity in the form of the Bitcoin generated and accrued to the note, net of predefined offering fees and expenses. 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 36-month tenor.

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 zero coupon debt note issued by a Luxembourg securitisation fund, with full and final repayment at maturity paid in Bitcoin, net of predefined fees and expenses. 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, the United Kingdom retail segment, the EEA retail segment or other restricted jurisdictions. KYC and AML procedures are performed in line with applicable Luxembourg requirements and CSSF expectations for securitisation vehicles. 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. Two principal asset categories are pledged into the compartment for the benefit of the security agent: the Bitcoin generated and accruing to each OMN, and the hashrate backing each OMN. In the event of a default, the security agent is empowered to enforce against the pledged assets on a senior secured basis. The use of a third-party security agent separates enforcement authority from the issuer and the manager, providing institutional investors with a recognisable structural protection consistent with secured note offerings in Luxembourg, and ensuring noteholders are represented by an independent professional trustee.

OMN is offered with a transparent 3.75% all-in annual expense ratio and a 0% performance fee. The all-in expense ratio is designed to capture management costs, fund administration, custody, audit, security agent fees, tokenisation costs and other recurring offering expenses, so investors evaluate a single headline number rather than a stack of separate charges. There are no performance fees and no upside caps applied to the Bitcoin generated by the hashrate backing each note. At maturity, investors receive the total Bitcoin mined and accrued to the note, net of the disclosed offering fees and expenses. Final fee detail, expense allocation methodology, expense caps and any one-off costs are set out in the OMN private placement memorandum and supporting offering documentation, and are tested against the audited financial statements.

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 zero coupon debt note backed by 1 PH/s of contracted hashrate per note over a fixed 36-month term, with Bitcoin block rewards and network fees accruing directly into a ring-fenced Luxembourg compartment and paid to investors at maturity. Investors capture mining yield plus any Bitcoin price appreciation on the mined coins, without operating a mine, without corporate equity risk and without exchange-traded mark-to-market dynamics. The trade-off is reduced liquidity relative to listed ETFs and equities, in exchange for a defined institutional debt structure.

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, RIAs, 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 USD 100,000, in line with the documented minimum investment threshold. Eligibility checks are repeated at any transfer event during the lock-up and beyond, 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 is backed by 1 PH/s of contracted Bitcoin hashrate deployed for a fixed 36-month term. Over that period, Bitcoin generated through block rewards and network fees 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 uptime of the contracted facilities. The second is the Bitcoin price applied to the mined coins at maturity, because repayment is made in Bitcoin rather than fiat. There are no caps and no performance fees on the mined Bitcoin. 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 aggregated by Omnes from institutional-grade Bitcoin mining facilities. 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. Omnes provides operational reporting on hashrate allocation, uptime and Bitcoin output, which can be combined with facility-level disclosures 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, investors do not consolidate scope 1 emissions from the operations onto their own balance sheet, but they should consider how their internal ESG framework treats indirect exposure to proof-of-work mining when sizing an allocation.