The asset is freehold, not leasehold. Two lease agreements, each 30 years, held by Tilta Co. Ltd ("Tilta"), a Thai company 100% owned by their local Thai partner. Tilta comes from a family present on Koh Phangan for seven generations. She is a real estate professional, known and respected on the island, and her partner/dad is a commercial designer.

Investment shares in a Singapore company — Aoia Hospitality Group Pte. Ltd. ("Co"), which is already incorporated, bank accounts open. Aoia does not directly own the resort — it controls it through a series of contractual agreements with Tilta. This structure is specifically designed to avoid investors scrutiny from Thai authorities. Tilta owns 100% of the Thai asset — there is a strong legal debate. In this process we are advised by professional and experienced law firms both in Israel and Thailand. Comprehensive investors agreements and a deeper dive into the legal aspects will be made available to investors who ask to move to the next phase.

Minimum ticket: 4.5M baht (~$140K USD) for a 1.45% equity (fully diluted) with a ~370K USD valuation. Equity discounts at 3% and 4% — the information will be given personally to people that show an interest in a larger investment.

Target EBITDA margin: ~40% at stabilization. Timeline to returns (for a 1% / 4.5M baht investment):

• Year 1 (2027): investment made, no revenue.
• Year 2: construction/setup — roughly breakeven P&L.
• Year 3: first substantial EBITDA generation.
• Year 4 (stabilized): estimated ~20% annual per-tax return on invested capital.
• After Singapore/Thailand tax leakage, effective return closer to ~15–20% annually.

Investment structure: most of the capital gets in as a shareholder loan to the company, with a nominal amount as share capital. Purpose: loan repayments are returned first (principal + possibly slight interest), which is more tax-efficient than dividends in the early years.

Quarterly distributions intended (not annual) — they want investors seeing cash regularly. Continuous before distribution: must maintain 2 months of operating cash reserves + fund the annual CAPEX reserve line. Distribution is a priority once company is not accumulating profits for reinvestment into future projects.

Jaia is the prototype TopCo — it will initiate future projects (e.g., Jaia Sri Lanka). However:

• Future projects are individually financed (SPLS model per project).
• No capital from this project flows into daughter companies — each project raises its own funds separately.
• Tilta sells its future projects under management fees, licensing fees, and white-label agreements.
• Current Jaia shareholders get priority access to invest in future projects at better terms/valuations.
• There is no dilution risk from future expansion — Aoia doesn't own new shares to finance future projects; contractual relationships guarantee the terms, either agreed on by the general assembly of the shareholders in the future.

Investors are entitled to an annual stay in Jaia for them and 1+ (including accommodation, F&B & activities). The number of nights scale according to the investment:

• 1.5M THB — 4 annual complimentary nights.
• 3M THB — 10 annual complimentary nights.
• Higher tiers — 14+ nights.