STRCst is a securities-backed note issued through a bankruptcy-remote Luxembourg securitisation vehicle. Each note is backed on a 1:1 basis by one share of Strategy Inc.'s Variable Rate Series A Perpetual Preferred Stock (NASDAQ: STRC) and passes through the economic rights of that underlying share to the Noteholder.
STRC carries a variable annual dividend rate, payable in cash twice per month. The dividend rate, payment frequency, and other terms of STRC are set and adjusted by Strategy Inc. at its sole discretion; neither the Compartment nor the Noteholders have consent rights over such adjustments. From July 15 onwards, the annual dividend rate is 12%.
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CAPITAL B NOTE (STRCST) — Frequently Asked Questions (FAQ)
— Who is the issuer of STRCst?
ORO (II) - EQFIVE is the issuer of STRCst. Each compartment of ORO (II) acts as issuer of the Notes issued from that compartment. ORO (II) is a Luxembourg umbrella securitisation fund (fonds de titrisation) established under the Securitisation Law of 2004, comprising separate, ring-fenced compartments and the notes issued thereunder are linked to a specific underlying asset.
— What are the roles of Sicos Securities, the ORO (II) Securitization Fund, and STOKR?
SICOS SECURITIES is the Management Company of ORO (II). SICOS SECURITIES acts in its own name but for the account of each Compartment, which is the issuer of the Notes issued from that Compartment. In this capacity, SICOS SECURITIES oversees all operational aspects, including instructing brokers and custodians to purchase and hold the Underlying, maintaining the Noteholder Register, and ensuring ongoing regulatory compliance.
STOKR S.A. is the Technology Provider. STOKR operates the platform at stokr.io, through which investors complete AML/KYC onboarding and whitelisting onto the Liquid Network. STOKR does not manage the fund or its compartments; those responsibilities rest with SICOS SECURITIES as Management Company.
— Who can invest in ORO (II)’s securities-backed notes?
All members of Bitfinex Securities will be able to participate in the secondary market trading. The offering is not open to Prohibited Persons and/or Prohibited Jurisdictions, including US Persons.
— Are there any investment restrictions for secondary market trading?
Secondary market trading is available to all eligible members of Bitfinex Securities. Prohibited Persons and residents of Prohibited Jurisdictions — including U.S. Persons — may not participate.
— Who is the regulator overseeing this listing?
The direct listing of the Notes on Bitfinex Securities El Salvador S.A. de C.V. has been approved by the Comisión Nacional de Activos Digitales (CNAD) of El Salvador. ORO (II) itself is a Luxembourg securitisation fund, established and governed under the Luxembourg law of 22 March 2004 on securitisation, as amended.
— What are the risks associated with the offering?
As with any investment, there are risks involved. Investors should carefully review the comprehensive "Risk Factors" section detailed in the official Relevant Information Document and other offering materials.
— How are STRCst dividends paid?
Dividends on the underlying STRC are paid in cash by Strategy Inc. to the Issuer. The Issuer uses those cash proceeds (net of the Payout Fee) to purchase additional underlying STRC and then distributes additional STRC Notes to Noteholders in proportion to their noteholdings, within two business days after the purchase of the underlying STRC. Noteholders must be registered as of the Record Date to receive each period's dividend distribution.
— Is a fee charged on dividend distributions?
The issuer charges a Payout Fee of up to 5% (500 basis points) on the cash dividend received before it purchases additional underlying STRC for distribution. The additional STRC Notes issued to Noteholders therefore reflect the dividend net of this fee.
— When and how are dividend distributions confirmed?
Concurrent with or immediately following each distribution of additional STRCst, the Issuer publishes a Dividend Declaration via the Authorized Communication Channels setting out the Net Dividend Amount, the number of additional STRC purchased, the dividend per STRC Note, and the distribution date. Bitfinex Securities processes payouts within a period of time.
— Can I withdraw my Notes from Bitfinex Securities to my own wallet?
Yes. Notes can be withdrawn from the Bitfinex Securities Trading Facilities to an external wallet, subject to a minimum withdrawal amount of 1 (one) STRCst and completion of the whitelisting process at https://stokr.io. Withdrawal eligibility depends on your jurisdiction.
— Are there withdrawal restrictions based on where I live?
Yes. Investors resident or established in the European Economic Area (excluding Luxembourg and Germany) may only withdraw Notes if the withdrawal amount has an aggregate market value of at least USD 150,000, or if they can demonstrate professional investor status under MiFID II (Annex II) through the STOKR whitelisting process.
Investors from eligible non-EEA jurisdictions — excluding Prohibited Jurisdictions and the United States — may withdraw any amount of at least 1 (one) STRCst Note upon completing the STOKR whitelisting process.