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Ornn

What is an Ornn Fabric Unit?

A Fabric unit represents a fractional revenue interest in an operating AI data center, denominated per kW of data capacity. Each unit entitles the holder to a pro-rata share of the facility's net free cash flow, distributed quarterly. Units are issued at the project level through a dedicated SPV, keeping the operator's corporate equity untouched.

Why it exists
The AI data center buildout requires hundreds of billions in new capital over the next decade. Traditional financing, project debt, corporate equity, sale leasebacks, either dilutes operators or restricts operational flexibility. Fabric creates a new layer of the capital stack, project-level equity that can be raised, priced, and traded independently of the operator's balance sheet.

How It Works

Origination
Ornn identifies and underwrites the project.
Structuring and Issuance
Units are priced, documented, and distributed to investors.
Operations and Revenue
The facility generates compute revenue from contracted and on-demand customers.
Quarterly Distributions
Net free cash flow is distributed pro-rata to all unit holders.
Secondary Liquidity
Units trade on a regulated venue with institutional market makers.

Plan

Click a phase to see the workstream and concrete deliverables.
Legal and Regulatory Foundation
  • Establish the entity structure, engage securities counsel, and secure regulatory approvals.
  • FINRA broker-dealer registration for primary issuance.
  • Form ATS filing and activation for the secondary trading venue.
  • Retain qualified custodian and transfer agent for settlement and record-keeping.
  • Appoint compliance officer and external auditor.
Infrastructure and Technology
  • Build the issuance, distribution, and trading infrastructure.
  • Primary issuance platform: bookbuilding, KYC/AML, subscriptions.
  • Distribution engine: quarterly cash flow calculations and payments.
  • Secondary trading: matching, settlement, and market maker integration.
  • Institutional-grade reporting and audit compliance.
First Issuance
  • Source and underwrite the inaugural data center project.
  • Conduct facility diligence, form the project SPV, prepare the Offering Memorandum.
  • Execute institutional bookbuilding and complete primary distribution.
  • List units for secondary trading and publish reporting templates.
Scale and Product Expansion
  • Establish a repeatable issuance process for additional data center projects.
  • Expand the investor base across pensions, sovereign wealth funds, infrastructure allocators, and family offices.
  • Introduce derivatives referencing Fabric units and explore cross-collateralization across multiple facilities.
  • Build toward a diversified portfolio of compute infrastructure revenue interests.

Capital Stack

A waterfall: senior to residual equity.
Senior secured debt
50–65%
Mezzanine / preferred
5–15%
Fabric equity (investor)
Remaining (80% of equity tranche)
Fabric equity (operator)
20%+ of equity tranche
Traditional debt financing
Ornn Revenue Share
Hover a layer for details.
LayerTypical %Priority
Senior secured debt50–65%First claim
Mezzanine / preferred5–15%Second claim
Fabric equity (investor)Remaining (80% of equity tranche)Residual claim
Fabric equity (operator)20%+ of equity trancheAligned

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