Early Investors — Solomon's Palace & Chateaus
Phase 1 — Limited Availability

Become a Founding Investor
in Solomon's Palace

The first $5,000,000 raised carries terms reserved exclusively for those who believe in this vision before the world does.

Accredited Investors Only  ·  Reg D 506(c)

Phase 1 — Founding Investor Round  · First $5,000,000 · Enhanced terms close when fully subscribed

Why Phase 1 Matters

The earliest investors carry the most risk.
Their terms should reflect that.

Solomon's Palace & Chateaus is a $30,000,000 Regulation D offering — the first phase of a transformational luxury kosher resort and private chateau development on the Las Vegas Strip. Phase 1 Founding Investors step in at the earliest, most critical stage. In recognition of that commitment, we have structured five contractual advantages available to no other class of investor.

10% Annual Interest
30% Conversion Discount
48mo Note Term
$5M Phase 1 Cap
$50K Minimum Investment
Founding Investor Advantages

Five contractual benefits.
Available in Phase 1 only.

01 10% Annual Interest Rate

Phase 1 Founding Investors earn 10% per annum — simple interest, accruing daily on a 365-day basis. Phase 2 investors receive only 8%. That 2% premium on your principal over 48 months is a material difference in your total return.

vs. 8% in Phase 2
02 30% Equity Conversion Discount

When Solomon's Palace proceeds to its anticipated $90,000,000 equity offering, Founding Investors convert their Notes at 30% below the per-share price paid by new investors. Phase 2 investors receive only a 20% discount. You lock in a price that may never be available again.

vs. 20% in Phase 2
03 18-Month Early Exit Window

At the 18-month anniversary of your Note, you may elect — entirely at your discretion — to convert your principal and accrued interest into Common Stock rather than waiting for the 48-month maturity. Phase 2 investors do not have this option.

Exclusive to Phase 1
04 First Priority on the $90M Equity Round

When the Company launches its $90,000,000+ equity offering, Founding Investors have the contractual right to participate first — pro rata to their Note balance — before the round is opened to any new outside investors. Minimum 30-day advance notice guaranteed.

Contractual Priority Right
05 Founding Investor Recognition

Your name will be listed permanently on the official Solomon's Palace Founding Investor Register — displayed at the resort upon opening. You will receive a commemorative Certificate personally signed by the CEO and CLO, and an invitation to a private Founding Investor reception at the resort at no cost.

Permanent Recognition
Phase Comparison

Phase 1 vs. Phase 2 — Side by Side

Feature Phase 1 — Founding Investors Phase 2 — General Investors
Investment Range $50,000 – $5,000,000 $5,050,000 – $30,000,000
Annual Interest Rate 10% per annum 8% per annum
Note Term 48 months 48 months
Conversion Discount 30% off equity offering price 20% off equity offering price
Early Exit Window Optional conversion at 18 months At maturity only
Priority on $90M Round First right, pro rata, before new investors Standard allocation
Founding Recognition Register + Certificate + Reception Not included
Security All assets of the Company All assets of the Company
Accredited Investors Only Yes Yes
The Founding Investor Path

What happens after you invest

Day 1 Note Purchase Agreement Executed

Your Note is issued. Interest begins accruing at 10% per annum from the date of your agreement. You are placed on the Founding Investor Register and receive your commemorative certificate at closing.

Month 16 Early Exit Window Notice

At least 60 days before your 18-month anniversary, the Company notifies you of your conversion option — the Board-approved conversion price, the shares you would receive at the 30% discount, and the election deadline.

Month 18 Early Exit Election — Your Choice

Elect to convert to Common Stock at the discounted price — or do nothing, and your Note continues on its original terms through month 48. There is no penalty either way.

$90M Round Launch First Priority Participation

Before the equity round opens to any outside investor, you receive 30 days advance notice with full offering documents and the right to participate pro rata at the 30% Founding Investor conversion price.

Month 48 Maturity — Your Election

At maturity you elect either full repayment of principal plus all accrued interest, or conversion into Common Stock at the price announced no less than 30 days prior to maturity.

Reserve your position as a
Founding Investor

Phase 1 closes at $5,000,000. Once fully subscribed, these terms are gone permanently. Accredited investors only.

This page is for informational purposes only and does not constitute an offer to sell or a solicitation to buy securities. This offering is made exclusively to verified accredited investors under Regulation D, Rule 506(c) of the Securities Act of 1933. These securities have not been registered under the Securities Act of 1933 or any state securities laws. Investors may lose their entire investment. All investors should carefully review the complete Private Placement Memorandum, including all Risk Factors, and consult their own legal, financial, and tax advisors before investing. As disclosed in the PPM, on May 6, 1998, Barry Michaels, Founder and CEO, pleaded guilty to one count of securities fraud and one count of subscribing to a false tax return. Full details are set forth in the PPM. Copyright © 2026 Solomon's Palace and Chateaus, Inc. All Rights Reserved.