The Official Offering
Document
Review the complete Solomon's Palace & Chateaus Series A Private Placement Memorandum. For verified accredited investors only.
Forward-Looking Statements Notice: This page contains forward-looking statements, including descriptions of planned facilities, acreage, amenities, timelines, and projected financial terms. Solomon's Palace & Chateaus, Inc. is an early-stage development company. No real property has been acquired as of the date of this publication. All plans are subject to change based on financing, land availability, regulatory approvals, and market conditions. Actual results may differ materially from those projected. This website does not constitute an offer to sell or a solicitation to purchase any securities.
● Amended Offering Effective June 1, 2026 — Phase 1 terms updated. Stock bonus removed. Interest rate increased to 10%. Conversion discount increased to 30%. Early Exit Window added.
Securities & Investment Disclosure
Securities described on this website are offered by Solomon's Palace & Chateaus, Inc. pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended. This offering is available exclusively to verified accredited investors as defined under SEC Rule 501(a). This website does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where such offer or solicitation is unlawful. All investment decisions must be based solely on the Company's official Private Placement Memorandum (PPM) and related offering documents, available upon request to qualified investors. Investment in private securities involves substantial risk, including the possible loss of your entire investment. The Company has not yet acquired any real property associated with this project. Site descriptions and acreage references reflect current development intentions only and are subject to change.
Two Phases. One Vision.
The offering is structured in two phases. Phase 1 Founding Investors receive enhanced terms in recognition of their early commitment. Phase 2 opens once Phase 1 is fully subscribed at $5,000,000.
Founding Investor Notes
First $5,000,000 raised · Limited availabilityGeneral Investor Notes
$5,050,000 – $30,000,000 · Opens after Phase 1 closesFive Benefits Available to Founding Investors Only
Simple interest accruing daily on a 365-day basis from the date of your Note Purchase Agreement — 2% higher than Phase 2 investors receive.
When the Company proceeds to its $90M equity offering, Founding Investors convert at 30% below the price paid by new investors — 10 points better than Phase 2.
At 18 months, Founding Investors may elect to convert their Note principal and accrued interest to Common Stock at the discounted price. Entirely optional — no penalty to stay.
Founding Investors receive a contractual first right to participate in the $90M equity offering pro rata to their Note balance — before the round opens to any outside investor.
Permanent listing on the Solomon's Palace Founding Investor Register, a commemorative Certificate signed by the CEO and CLO, and an invitation to a private Founding Investor reception at the resort.†
† Subject to Project Completion: The private Founding Investor reception and all resort-based recognition events are contingent upon successful completion of the Solomon's Palace & Chateaus development. The Company is in an early stage and no guarantee of project completion can be made. See the PPM for a full description of risk factors.
Phase 1 vs. Phase 2
| 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 price | 20% off equity price |
| Early Exit Window | Optional at 18 months | At maturity only |
| Priority on $90M Round | First right, pro rata | Standard allocation |
| Founding Recognition | Register + Certificate + Reception† | Not included |
| Security | All Company assets | All Company assets |
| Prepayment | Investor approval required | Investor approval required |
| Accredited Investors Only | Yes — Rule 501(a) | Yes — Rule 501(a) |
| Offering Structure | Reg D Rule 506(c) | Reg D Rule 506(c) |
† Reception and resort-based recognition events are subject to project completion. See risk disclosures above.
Private Placement Memorandum
Solomon's Palace & Chateaus, Inc. · Series A · Confidential · Accredited Investors Only
Solomon's Palace & Chateaus, Inc. · Series A Private Placement Memorandum · Reg D 506(c) · Effective June 1, 2026
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Use the buttons below to open or download the offering document.
This document is intended solely for accredited investors as defined under SEC Regulation D Rule 506(c). This is not an offer to sell securities in any jurisdiction where such offer is unlawful.
Before You Invest
No Guarantee of Returns
An investment in these Notes is speculative and involves a high degree of risk. The interest rate, conversion discounts, and other benefits are contractual terms, not guarantees of return. Investors may lose their entire investment.
Illiquidity
There is no public or secondary market for these Notes or for any Common Stock into which they may convert. Investors should assume they may be required to hold their investment for the full 48-month term, or longer.
Transfer Restrictions
These Notes and any Common Stock issued upon conversion are restricted securities. They may not be transferred without an effective registration statement or a valid exemption under applicable federal and state securities laws.
Early Exit — Not Cash Liquidity
The 18-Month Early Exit Window allows optional conversion to Common Stock only. It does not provide cash liquidity. Converted shares remain restricted and illiquid.
Land & Development Risk
No real property has been acquired as of the date of this website. There is no guarantee that suitable land on or near the Las Vegas Strip will be available or that the Company will be able to acquire any site on acceptable terms. Development is subject to zoning, permitting, financing, and regulatory approvals.
Reg D Rule 506(c)
This offering is made in reliance upon Rule 506(c) of Regulation D. All investors must be verified accredited investors prior to investment. The Company reserves the right to reject any subscription.
Early-Stage Company Risk
The Company has no operating history, no revenue, and no completed projects. This is a startup venture. Investors face a substantially higher risk of loss compared to established businesses.
Rule 506(e) — Barry Michaels
As required under SEC Rule 506(e): 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 in the PPM.
Next Steps to Become a Founding Investor
Review This Document
Read the complete PPM above, including all risk factors and legal disclosures. Consult your legal and financial advisors.
Verify Accreditation
Submit proof of accredited investor status as required under SEC Rule 501(a). We will verify before proceeding.
Contact Our Team
Reach out to receive the complete Note Purchase Agreement and Subscription Documents, and schedule a private consultation.
Execute & Fund
Execute your Note Purchase Agreement, fund your investment, and receive your Founding Investor Certificate at closing.
Questions? Email us at invest@solomonspalaceandchateaus.com
Ready to Reserve Your Position?
Phase 1 closes at $5,000,000. Founding Investor terms are available only while Phase 1 remains open.
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, as amended. These securities have not been registered under the Securities Act of 1933 or any state securities laws. Solomon's Palace & Chateaus, Inc. is an early-stage development company. No real property has been acquired as of the date of this publication. All descriptions of planned facilities, acreage, amenities, and timelines are forward-looking projections subject to change without notice. Actual development outcomes may differ materially from those described. 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. · CONFIDENTIAL — For Accredited Investors Only