Confidential Offering Memorandum
Solomon's Palace
& Chateaus
The World's First Luxury Kosher Resort & Private Residential Community on the Las Vegas Strip
$30,000,000
Series A | Reg D 506(c) Secured Convertible Note Offering
Solomon's Palace and Chateaus, Inc. | solomonspalaceandchateaus.com | Las Vegas, Nevada
Important Legal Disclaimer
This presentation has been prepared by Solomon's Palace and Chateaus, Inc. (the "Company") solely for informational purposes and does not constitute an offer to sell or a solicitation of an offer to buy any securities.
This offering is being made pursuant to Regulation D, Rule 506(c) under the Securities Act of 1933, as amended. Securities offered through this memorandum have not been registered under the Securities Act of 1933 or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This offering is available ONLY to verified Accredited Investors as defined under Rule 501 of Regulation D. The Company will take reasonable steps to verify the accredited investor status of all purchasers.
Investing in early-stage real estate development involves significant risks, including the possible loss of the entire investment. Prospective investors should carefully review all offering documents and consult with their own legal, tax, and financial advisors before making any investment decision.
All financial projections, timelines, and forward-looking statements are estimates based on current assumptions and are subject to change. Past performance is not indicative of future results.
All materials have been reviewed by Michael Zapin, EVP & Chief Legal Officer. This presentation is confidential and may not be reproduced or distributed without the prior written consent of the Company.
Executive Summary — A Once-in-a-Generation Investment Opportunity
$30M
Total Offering
Series A Reg D 506(c)
$5M
Phase 1 Cap
Founding Investor Terms
10%
Annual Interest
Secured Convertible Note
30%
Equity Discount
On Series B Conversion
The Project
300 luxury hotel suites + 500 private chateaus on the Las Vegas Strip
First-ever Glatt kosher resort in Las Vegas history
Onsite Chabad synagogue, mikvah, spa, and world-class dining
Rabbinical supervision: Rabbi Shea Harlig, Chabad of Southern Nevada
The Offering
Nevada corporation — investor-friendly jurisdiction
48-month note term with planned Series B equity repayment
Founding Investor advantages: recognition, reception, certificate
$50,000 minimum investment | Accredited investors only
The Market Opportunity
7.6M
Jewish Americans
Largest Jewish diaspora outside Israel
$12B+
Jewish Travel Market
Annual domestic spending
42M
Las Vegas Annual Visitors
World's premier entertainment hub
$0
Luxury Kosher Options
Currently on the Las Vegas Strip
Why Now
Post-pandemic revival of luxury travel and resort investment is at record highs
Las Vegas Strip demand for differentiated, niche luxury experiences is accelerating
The global Jewish community lacks a dedicated world-class resort destination in the U.S.
Kosher hospitality is one of the fastest-growing segments in specialty travel
First-mover advantage: no comparable project exists or is in development
Las Vegas by the Numbers
#1 — Most visited city in the U.S.
$35B+ — Annual visitor spending
200K+ — Hotel rooms — none Glatt kosher
5-Star — Average ADR growth: +18% YoY
40K+ — Jewish residents in greater Las Vegas
The Project — Solomon's Palace & Chateaus, Las Vegas Strip
🏨
300 Luxury Hotel Suites
Five-star accommodations designed for the discerning traveler. Full concierge, butler service, and premium amenities.
🏡
500 Private Chateaus
Exclusive private residences within the community. Ownership options including purchase, leasing, and long-term rental.
🍽️
Glatt Kosher Dining
Multiple world-class restaurants under full Glatt kosher supervision. From fine dining to casual bistros.
✡️
Chabad Synagogue & Mikvah
Full-service synagogue and mikvah onsite. Rabbinical services for all observance levels.
🧖
Luxury Spa & Wellness
Gender-separated spa facilities, fitness center, and wellness programs consistent with Orthodox standards.
🔒
24/7 Security & Privacy
State-of-the-art security system with dedicated staff ensuring privacy and peace of mind for all residents and guests.
Rabbinical Authority & Kosher Standard
RSH
Rabbi Shea Harlig
Chabad of Southern Nevada
- One of the most respected Orthodox rabbinical authorities in the American Southwest
- Decades of service to the Las Vegas Jewish community
- Full Glatt kosher certification for all food service operations
- Ongoing mashgiach program for daily kosher standards compliance
- Authority over all synagogue, mikvah, and religious programming
Market Differentiation
The Glatt kosher certification is not merely a religious designation — it is a powerful brand differentiator that commands premium pricing and creates loyal, repeat guests.
Built-In Demand
Observant Jewish travelers currently have no comparable option in Las Vegas. Solomon's Palace becomes the default destination for millions of potential guests.
Mashgiach Program
Full-time certified mashgichim ensure continuous kosher compliance across all food service, creating institutional credibility and consumer trust.
Global Reach
Glatt kosher certification opens the property to kosher-observant travelers from Israel, Europe, and communities worldwide — vastly expanding the addressable market.
Offering Terms — Phase 1 Founding Investor Terms (First $5,000,000)
| Instrument | Secured Convertible Promissory Note |
| Offering Type | Regulation D, Rule 506(c) — Accredited Investors Only |
| Total Offering | $30,000,000 Series A |
| Phase 1 Cap | $5,000,000 (Founding Investor Phase) |
| Annual Interest Rate | 10% per annum |
| Note Term | 48 months |
| Minimum Investment | $50,000 |
| Equity Conversion Discount | 30% discount on Series B equity conversion |
| Default Interest Rate | 12% per annum |
| Jurisdiction | Nevada (Clark County venue) |
| Share Delivery | 30 days post-conversion election |
Founding Investor Advantages — Five Contractual Benefits Reserved for Phase 1 Investors Only
01
Permanent Resort Recognition
Your name permanently inscribed in Solomon's Palace — recognized forever as a Founding Investor in the first luxury kosher resort on the Las Vegas Strip.
02
Commemorative Certificate
A premium, custom-designed commemorative Founding Investor Certificate suitable for display — a tangible memento of your historic role in building this landmark.
03
Private Founding Investor Reception
Exclusive invitation to a private reception with Company leadership, Rabbi Harlig, and fellow Founding Investors. A unique networking and ceremonial milestone event.
04
Priority Investment Rights
First right to participate in future capital raises, including the planned $90M Series B equity round, at preferred terms before any public offering.
05
Enhanced Financial Terms
The maximum conversion discount (30%) and the highest interest rate (10%) are available ONLY during Phase 1. Terms become less favorable in subsequent funding phases.
Capital Structure & Use of Funds
Capital Stack
Phase 1 — Founding Investors
$5M
Founding Phase — Open Now
Series A — Reg D 506(c) Notes
$30M
Current Offering
Series B — Planned Equity Round
$90M
Planned Repayment Mechanism
Primary Repayment Mechanism
The Series A notes are designed to be repaid through the planned $90,000,000 Series B equity offering. The Company intends to launch the Series B round prior to note maturity, providing the primary vehicle for note repayment. Investors also have the option to convert their notes into Series B equity at a 30% discount to the offering price — potentially capturing significant upside beyond the 10% annual interest earned during the note term.
Use of Funds — Series A
Pre-development site planning & architectural design
Legal, regulatory, and permitting costs
Marketing, investor relations, and capital raise infrastructure
Operating capital and strategic reserve
Investment Return Illustration — Hypothetical Returns on $500,000 Investment*
Note Held to Maturity
48-Month Return (Interest Only)
Investment$500,000
Interest Earned$200,000
Total Proceeds$700,000
40% Total Return
Equity Conversion
Series B at $1/share → 30% Discount
Investment$500,000
Interest Earned$200,000
Total Proceeds$700,000+
30% Discount + Upside
Founding Investor Maximum
Interest + Conversion + Appreciation
Investment$500,000
Interest Earned$200,000
Total ProceedsSignificant Upside
Best Case Scenario
*For illustrative purposes only. Not a guarantee of returns. Past performance is not indicative of future results. See full risk disclosures.
Management Team
BM
Barry Michaels
DC, MPA
Founder & Chief Executive Officer
Visionary behind the world's first luxury kosher resort on the Las Vegas Strip. Decades of entrepreneurial leadership and 1,500+ Nevada entity formations.
MZ
Michael E. Zapin
EVP
Chief Legal Officer
Oversees all legal review of investor and offering materials. Ensures full regulatory compliance across the Series A Reg D 506(c) offering.
KW
Kevin Walls
EVP
Chief Architect
Leads design and development of the resort and chateau structures. Brings world-class architectural vision to every element of the project.
RSH
Rabbi Shea Harlig
Chabad of Southern Nevada
Rabbinical Supervision
One of the most respected Orthodox authorities in the American Southwest. Full Glatt kosher certification and ongoing mashgiach program oversight.
Risk Factors — Prospective investors should carefully consider all risk factors before investing.
Early-Stage Development Risk
Solomon's Palace is in the pre-development phase. There is no assurance that the project will be completed on schedule or at the projected cost. Construction delays, cost overruns, and regulatory challenges may occur.
Capital Raise Risk
The Company's ability to execute the project is contingent upon successfully raising the full $30M Series A, followed by the planned $90M Series B. Failure to complete either raise could materially impact the project and investors' ability to be repaid.
Real Estate Market Risk
Commercial real estate values and hotel occupancy rates are subject to economic cycles, interest rate changes, and local market conditions in Las Vegas. A downturn could affect project profitability and the Company's ability to repay notes.
Regulatory & Permitting Risk
Large-scale resort development in Nevada is subject to extensive permitting, zoning, environmental review, and gaming authority approvals. Delays or denials could materially affect the project timeline and budget.
Liquidity Risk
These securities are not registered and there is no public market for the notes. Investors should assume that their investment will be illiquid for the full 48-month term. Early exit may not be available or may be at a significant discount.
Management & Execution Risk
The success of Solomon's Palace depends heavily on the performance of key management personnel. Loss of key team members, or failure to execute the business plan as described, could adversely affect the Company and investors.
How to Invest — Becoming a Founding Investor in Solomon's Palace
1
Verify Accredited Investor Status
All investors must be verified Accredited Investors under SEC Rule 501. The Company will request documentation to verify your status as required under Reg D 506(c).
2
Review Offering Documents
Request and review the full Private Placement Memorandum (PPM), Promissory Note, and Subscription Agreement with your legal and financial advisors.
3
Execute Subscription Documents
Complete and execute the Subscription Agreement and Investor Questionnaire. These are reviewed and coordinated by Michael Zapin, EVP & Chief Legal Officer.
4
Fund Your Investment
Wire your investment ($50,000 minimum) per the wiring instructions provided in the subscription documents. Your note is issued upon confirmed funding.
5
Welcome as a Founding Investor
Receive your Founding Investor confirmation, commemorative certificate, and private reception invitation. You are now part of history.
Secure Your Place in History
Solomon's Palace & Chateaus
The World's First Luxury Kosher Resort & Private Residential Community on the Las Vegas Strip
Contact Investor Relations
Barry Michaels, CEO & Founder
Solomon's Palace and Chateaus, Inc.
solomonspalaceandchateaus.com
info@solomonspalaceandchateaus.com
Visit SolomonsPalaceAndChateaus.com to Invest
$50,000 minimum | Accredited investors only | Reg D 506(c) | Phase 1 — limited availability
Legal review: Michael Zapin, EVP & CLO | Rabbinical supervision: Rabbi Shea Harlig, Chabad of Southern Nevada
Legal review: Michael Zapin, EVP & CLO | Rabbinical supervision: Rabbi Shea Harlig, Chabad of Southern Nevada