How the $900k–$1.2M founder raise is structured
Grays Peak BaseCamp is raising $900,000–$1,200,000 from 30–40 founders ($30,000 each) alongside a $2,800,000–$3,100,000 SBA 7(a) loan, in exchange for lifetime stays plus capital payback, equity, and a profit share (see Funding). This page explains the legal and financial structure behind that offer — including what's already in place and what's still being built.
Status: In progress, not yet finalized. The founder pass described on the Funding page includes equity and a profit share, which makes it a securities offering under U.S. law — not a simple pre-paid reward. Before any founder funds are accepted on that basis, the items below need to be in place. Nothing on this page is legal or investment advice; it describes the structure we are building toward, with a securities attorney and CPA, ahead of accepting founder capital.
| Item | Status | Notes |
|---|---|---|
| Concept, pricing & use of funds defined | Done | $30k/founder × 30–40 = $900k–$1.2M; see Use of Funds below |
| Securities attorney engaged | Pending | Required before any exemption is chosen or funds accepted |
| Securities exemption selected | Pending | Leading options: Reg CF (public, via registered funding portal) or Reg D 506(c) (accredited investors only, verified) |
| Funding portal / escrow agent engaged | Pending | Holds pledge funds until zoning contingency clears and offering closes |
| Land & operating entity formation | Pending | Separate land-holding LLC + operating LLC (see below) |
| Segregated business bank account | Pending | Entity-owned, never comingled with personal accounts |
| Subscription agreements drafted | Pending | Legal contract per founder — replaces the current lead-capture form |
| Cap table & CPA bookkeeping set up | Pending | Tracks the 1%-per-founder equity stakes and profit-share distributions |
| Clear Creek County zoning approval | Pending | Gates land purchase and release of escrowed founder funds |
This table is updated as each item is confirmed. Until every row reads "Done," founder funds should be treated as reservations of interest, not final, irrevocable investments.
The legal and professional work above — securities counsel, entity formation, CPA setup — is being funded personally by Oliver Thomas, the project's founder, out of pocket, before any founder capital is accepted. None of it is charged against a founder's $30,000 investment or folded into the $4,000,000 use-of-funds total below; it's the cost of getting the structure right before asking anyone else to commit money.
Two entities, cleanly separated
The property and the hospitality business are held in separate legal entities — standard practice for SBA 7(a)-financed real estate and it keeps operating risk away from the underlying asset founders have a stake in:
- Land-Holding LLC — owns the 3.88-acre Silver Plume parcel and the buildings on it. This is the entity founder capital and the SBA loan actually fund.
- Operating LLC — runs day-to-day operations (bookings, staffing, the café, licensing) under a lease or management agreement with the Land-Holding LLC. Operating liability stays here, not against the real estate.
Founder capital is recorded as membership units in the Land-Holding LLC (or a parent HoldCo above it), governed by an operating agreement and individual subscription agreements — not by website copy. The "1% equity per founder" language on the Funding page becomes real once those documents exist.
Why this needs an exemption, and which one
An offer of money in exchange for equity and a share of profits derived from someone else's effort is a security (the "Howey test"). That means it can't just be posted publicly without either registering the offering with the SEC or qualifying for an exemption. Two exemptions fit a raise this size:
| Path | Who can invest | What it requires |
|---|---|---|
| Regulation Crowdfunding (Reg CF) | General public, up to $5M/12mo | Must run through a registered funding portal (e.g. Wefunder, StartEngine); mandatory disclosures, a Form C filing with the SEC, and ongoing annual reports. Portal handles escrow. |
| Regulation D, Rule 506(c) | Accredited investors only | Public solicitation is allowed, but every investor's accredited status must be independently verified before funds are accepted. |
Current thinking: Reg CF via a registered funding portal is the better fit — the founder pitch is written for the general public, not accredited investors only, and the portal absorbs most of the escrow/disclosure burden. Final choice is pending securities counsel review.
Wefunder vs. StartEngine
If Reg CF is the path securities counsel confirms, the raise has to run through a FINRA-registered funding portal — it can't be hosted on this site directly. The two leading portals are Wefunder and StartEngine. Acceptance isn't guaranteed on either: each runs its own issuer vetting (background checks, business plan review) before a campaign goes live.
| Wefunder | StartEngine | |
|---|---|---|
| Founded | 2012 — one of the original Reg CF portals | 2015 — also a public reporting company (ticker STGC) |
| Fee to raise | ~2% cash + a small equity stake, or a higher all-cash option (~7–7.9%) | ~7% cash commission, with an equity-fee alternative sometimes offered |
| Deal volume / reach | Largest Reg CF portal by dollars raised; strong retail-investor network effect | Second-largest; strong marketing/perks tooling, heavy repeat-investor base |
| Secondary market | Limited/newer secondary options | StartEngine Secondary — an ATS for reselling Reg CF shares after the 1-year lockup |
| Entity type required | Accepts LLCs as well as C-corps for Reg CF issuers | Generally requires the issuer to be a C-corporation — LLCs typically must convert before listing a campaign |
| Real estate / hospitality history | Has hosted real-estate-adjacent and hospitality raises | Also hosted real-estate-adjacent deals |
This matters for the current plan. The Land-Holding LLC / Operating LLC structure described above is not a C-corp. If StartEngine is the chosen portal, either the raising entity would need to convert to a C-corp first (a real cost and complexity add, and it changes the "membership units" language throughout this page to "shares"), or the raise runs through Wefunder instead, which doesn't require that conversion. This is a factor for securities counsel to weigh in on, not yet decided.
Both are generalist portals — neither specializes in real estate the way a platform like Fundrise does. Fee schedules and terms shift over time on both, so treat this as directional and confirm current terms directly before committing to one. Regardless of platform, the same SEC-level Reg CF rules apply on top of whatever the portal charges: a $1M raise lands in the tier requiring CPA-reviewed financials (not a full audit, which only kicks in above ~$1.235M), and individual investor limits are capped by each investor's income/net worth under federal rules — not set by the portal.
Where the $4M total capex goes
Unchanged from the Funding page — repeated here for the full capital-structure picture:
| Item | Cost | Notes |
|---|---|---|
| Land Purchase | $1,300,000 | 3.88 acres at Silver Plume (I-70 Exit 221); includes closing costs, title, diligence |
| Eco Pods (30 units) | $1,653,750 | 30 pods × $55.125k each (HarmonyDomes 23ft, shell + addons + premium interior, installed with utilities) |
| Site Infrastructure & Contingency | $1,046,250 | Septic, water/sewer/power, grading, parking, landscaping, dining hall, bathhouses, 15% contingency |
| Total Project Capex | $4,000,000 | $900k–$1.2M founder capital (23–30%) + $2.8M–$3.1M SBA 7(a) loan (70–77%) |
How founder funds will be protected
- Escrow until zoning clears. Founder funds are held by a third-party escrow agent (or the Reg CF portal's escrow) — not spent — until the Clear Creek County zoning change is approved. See Contingency & Refund Terms below.
- Segregated, entity-owned bank account. No commingling with personal accounts.
- Signed subscription agreements, not a lead form. Each founder's $30k commitment is documented in a legal agreement covering use of funds, refund terms, equity mechanics, transfer rights, and distribution timing.
- CPA-maintained cap table and books. Use-of-funds reporting and K-1 issuance once profits distribute.
- Insurance. General liability and property coverage from Day 1; Directors & Officers (D&O) coverage added once outside equity holders (founders) are on the cap table.
- Corporate formalities. Written operating agreement, maintained records, and arm's-length dealings between the Land-Holding LLC and the Operating LLC.
- Setup costs are on the founder, not on you. Securities counsel, entity formation, and CPA setup are paid personally by Oliver, not out of founder capital or the project budget — your $30,000 goes toward the property and build-out, not legal groundwork.
Zoning approval contingency. Capital protection.
The land offer is contingent on Clear Creek County approving the zoning change from Mountain Residential (MR-1) to Commercial (C-TR). This contingency protects founder capital:
- Zoning approved: Project moves to purchase and build-out. Founder passes activate at opening.
- Zoning denied pre-purchase: Land offer is withdrawn. Founders receive 100% capital refund, less $2,000 application fee and other county/legal diligence costs (~$3–5k total non-refundable). Net refund ≈ $25–27k per founder.
- Project fails post-purchase: Land is sold to recover capital. Proceeds fund founder refunds (100% less actual costs incurred). Founder passes are terminated; pass value is included in refund priority.
Note: these refund terms are only enforceable once funds actually sit in escrow (see Founder Money Safeguards above) — that escrow arrangement is not yet in place.