Omnes Mining Note (OMN)
A tokenized Bitcoin hashrate security providing structured exposure to Bitcoin yield through institutional-scale mining.
Omnes Mining Note
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Investment
Objective
The Omnes Mining Note (the OMN) provides professional investors with exposure to the Bitcoin network’s computational infrastructure (hashrate) packaged as a traditional structured financial product. The OMN converts Bitcoin hashrate into an investable traditional financial instrument, offering transparent and compliant access to native Bitcoin yield without the burden of owning, operating and maintaining physical Bitcoin mining hardware and related infrastructure. Omnes provides professional investors with access to Bitcoin hashrate and the resulting Bitcoin yield, through an investable traditional security built on institutional standards of governance, custody, and oversight.
Overview
The Omnes Mining Note (the OMN) is a tokenized Bitcoin hashrate-backed security structured as a secured debt note with a 48 month tenor and issued by way of a private placement offering through a Luxembourg securitization fund vehicle. Each OMN is backed by a fixed one petahash per second (1 PH/s) of Bitcoin hashrate for the duration of the 48 month tenor, accruing value to the OMN in the form of mined Bitcoin on a continuous basis. Ownership of the OMN is recorded in book-entry form by the fund manager and mirrored on-chain under the ERC 3643 standard, ensuring compliance with KYC and AML requirements. 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 48 month maturity date in the form of Bitcoin, representing full and final repayment of the debt note.
Documents
Create or log in to your account in order to access the OMN private placement memorandum, the subscription agreement and other offering documentation.
Details
Fees and Expenses
*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.
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.
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.
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.
Review and Sign
Electronically review and sign all subscription documents. You may then fund your investment via USD wire transfer, USDC or BTC. Choose whether to self-custody your tokens or hold them securely within your account.
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 48-month term. Hashrate for the OMN is aggregated by Omnes from insitutional-grade Bitcoin mining facilities, allowing investors to participate in institutional-grade Bitcoin mining economics without 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 48-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. 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 EUR 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.
Yes, the OMN offering is a secured offering. Omnes is working with top tier institutions to safeguard investor capital. 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 is appointing (i) an instutional-grade custodian to custody all Bitcoin generated by the hashrate backing each OMN, and (ii) a top-tier auditor for audited financials.
Disclaimers
Past performance does not guarantee future results.
1. The Omnes Mining Note (“OMN”) is limited to investors who meet certain eligibility requirements. Investors will be required to provide personal and financial information to confirm compliance with applicable laws, including anti-money laundering (AML), counter-terrorist financing (CTF), and know-your-customer (KYC) regulations. Participation is restricted to non-U.S. persons qualifying under Regulation S of the Securities Act of 1933 and who also meet the definition of “accredited investor” or equivalent status under the laws of their jurisdiction. No investment should be made until the Offering Memorandum and related documents, which are available upon request, have been thoroughly reviewed and understood.
2. Hashrate Yield Illustrations are hypothetical and intended for educational purposes only. Actual mining revenue will vary based on multiple factors, including Bitcoin price, network difficulty, and transaction fees. Projections do not represent guaranteed outcomes.
3. Fees and Expenses associated with OMN accrue as disclosed in the Offering Memorandum, including subscription fees, custody fees, administrative costs, audit fees, and management charges. The total expense ratio is 4.5%.
4. Distributions of Bitcoin or equivalent proceeds may be subject to delays, exchange risk, or blockchain network risks. Payments are dependent on counterparties, pool operators, and custodians functioning as intended. No assurance is given that distributions will occur on a fixed schedule.
5. Liquidity is limited. OMN is designed as a 48-month product with redemption at maturity. While Omnes may seek to facilitate secondary trading through regulated Alternative Trading Systems (ATS), no assurance can be given that a liquid market will develop or that investors will be able to exit their position before maturity.
6. Underlying Hashrate Commitments are subject to risks including power disruptions, miner hardware failures, regulatory changes, and operational counterparties. While Omnes partners with institutional mining operators, there is no guarantee that contracted hashrate will perform as expected over the full term.
7. Regulatory and Tax Considerations: OMN is issued through a Luxembourg securitisation fund and is not registered under the U.S. Securities Act of 1933, the Investment Company Act of 1940, or equivalent laws in other jurisdictions. Tax treatment will vary depending on the investor’s country of residence and personal circumstances. Investors should consult with qualified tax and legal advisors prior to making an investment.
8. Portfolio Information and metrics regarding hashrate contracts, difficulty assumptions, or historical mining economics are provided as of the dates indicated, are unaudited, and may change without notice. Such information does not represent a recommendation to buy, sell, or hold Bitcoin or any related asset.