Opening the filing
8-K
Closing of Share Exchange Transaction
As reported in a Current Report on Form 8-K filed by StageWise Strategies Corp., a Nevada corporation (the “Company,” “we,” “us,” “our”
or “STWI” (prior to the closing of the Share Exchange)) with the Securities and Exchange Commission (“SEC”) on October 8, 2026 (the “October 8th Form 8-K”), the Company executed and entered into a Share Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, TEG SPV LLC, a limited liability company organized under the laws of the Republic of Uzbekistan (“TEG SPV”), Tourism and Entertainment Group LLC, a limited liability company organized under the laws of the Republic of Uzbekistan and the holder of 67.99999012% of the participatory interests in the charter capital of TEG SPV (“TEG Parent”), and Ms. Irodakhon Abduvakhitova, an individual and the holder of 32.00000000% of the participatory interests in the charter capital of TEG SPV (the “Individual Seller” and, together with TEG Parent, the “Sellers”). A full summary of the Share Exchange Agreement including, without limitation, the material provisions of the Share Exchange Agreement is set forth in the October 8th Form 8-K and incorporated by reference herein.
Closing . Pursuant to the Share Exchange Agreement, on October 13, 2026 (the “Closing Date”), a closing (the “Closing”) was held at which the transaction contemplated under the terms and conditions of the Share Exchange Agreement (the “Share Exchange Translation”) was consummated, pursuant to which the Company acquired 99.99999012% of the participatory interests in the charter capital of TEG SPV (the “Participatory Interests”) from the Sellers in exchange for the issuance by the Company to the Sellers of an aggregate of 183,098,434 shares of Common Stock (the “Exchange Shares”), of which 124,506,935 shares were issued to TEG Parent and 58,591,499 shares were issued to the Individual Seller (the “Share Exchange”). The Exchange Shares represent approximately 97.3% of the Company, based on the 188,142,768 shares of Common Stock issued and outstanding immediately following the Share Exchange. Wellmore LLC, a limited liability company organized under the laws of the Republic of Uzbekistan and a wholly owned subsidiary of TEG Parent (“Wellmore”), continues to hold the remaining 0.00000988% of the participatory interests in TEG SPV to comply with regulatory requirements in Uzbekistan. As a result of the Share Exchange, TEG SPV became a subsidiary of the Company, and the business of TEG SPV and its operating subsidiaries became the principal business of the Company.
Notwithstanding the Closing of the Share Exchange Transaction on October 13, 2026, as a matter of the mandatory law of the Republic of Uzbekistan, the transfer of the Participatory Interests to the Company will not become effective under the laws of Uzbekistan, and the Company will not be deemed to have officially acquired ownership of the Participatory Interests under the laws of Uzbekistan, until the entry of the corresponding record in the unified state register of legal entities of the Republic of Uzbekistan reflecting the Company as a participant of TEG SPV, which is expected to occur no later than October 16, 2026 (the date of such entry, the “Registration Date”). The parties have agreed to take all actions required under Uzbek law to cause the Registration Date to occur as promptly as practicable following the Closing, including the notarization and filing of the local transfer instruments and required notices.
Waiver of Concurrent Financing . Article VII of the Share Exchange Agreement includes certain conditions which were either required to be satisfied in order to hold the Closing of the Share Exchange Transaction, or, unless otherwise not permitted by law, could be waived by all of the parties to the Share Exchange Agreement. Notwithstanding that the Share Exchange Agreement contains a condition that the Company close on financing resulting in the Company’s raising at least $18,000,000 substantially concurrently with the Closing of the Share Exchange Transaction (the “Concurrent Financing Condition”), on October 13, 2026, all of the parties to the Share Exchange Agreement agreed, in writing, to waive the Concurrent Financing Condition so that such condition was not required to be satisfied to close the Share Exchange Transaction.
Related Parties. Mr. Jakhongir Abidovich Artikkhodjaev, the Company’s controlling stockholder prior to the Share Exchange, owns approximately 99.93% of the participatory interests in TEG Parent and, indirectly, approximately 67.95% of the participatory interests in TEG SPV. The Individual Seller is the daughter of Mr. Artikkhodjaev. As required by the Share Exchange Agreement, prior to the Closing Date Mr. Artikkhodjaev transferred all shares of Common Stock held of record by him to TEG Parent. Following the Closing, TEG Parent owns approximately 68.30% of the Company’s outstanding Common Stock. Additionally, the Individual Seller, Ms. Irodakhon Abduvakhitova, who also was appointed as a director of the Company, following the Closing, owns approximately 31.14% of the Company’s outstanding Common Stock. Each of the Company’s executive officers and each of its directors prior to the Share Exchange is also an officer or employee of TEG SPV or its affiliates.
Change of Name: Upon the Closing of the Share Exchange Transaction the name of the Company was changed to TEG Overseas, Inc. The terms “Company,” “we,”
“us,” “our” in this Current Report on Form 8-K also refer to StageWise Strategies Corp., after its name has been changed to TEG Overseas, Inc., and TEG SPV has become a substantially wholly-owned subsidiary of the Company.
Description of Assets Acquired. TEG SPV, which became a subsidiary of the Company, as a result of the Share Exchange Transaction, directly holds all of the participatory interests in the charter capital of each of AKFA Dream World LLC (“ADW”), Cultural Landmark Hotel LLC (“CLH”), and CAEX LLC (“CAEX”), each a limited liability company organized under the laws of the Republic of Uzbekistan (collectively, the “Operating Subsidiaries”). ADW owns and operates Hilton Tashkent in Tashkent, Uzbekistan; CLH owns and operates a Wyndham-branded hotel in Bukhara, Uzbekistan (“Wyndham Bukhara”); and CAEX owns and operates the Central Asian Expo, an exhibition center in Tashkent, Uzbekistan. The Company intends to operate these properties following the Share Exchange Transaction and will also continue its existing search engine optimization business. A more detailed explanation of the business and assets acquired by the Company is provided elsewhere in this Current Report on Form 8-K under the heading Description of Business beginning on page 5 of this Current Report on Form 8-K.
Wyndham Bukhara, a full-service, four-star hotel in Bukhara operated by CLH under a franchise agreement with the Wyndham brand, providing accommodation, food and beverage services, events and ancillary hospitality services; and Central Asian Expo, an exhibition and events venue operated by CAEX, providing rental of exhibition space together with related event organization and support services.
TEG SPV generates revenue from the following principal streams: rooms (accommodation), food and beverage, events, and other services such as laundry, spa, gym, parking and the rental of facilities and office space. We manage our business through two reportable segments, Hospitality and Exhibition, which reflect the manner in which our chief operating decision maker evaluates performance and allocates resources.
For the six months ended June 30, 2026, TEG SPV generated revenue of $17,375 thousand and net income of $3,606 thousand, compared with revenue of $18,525 thousand and net income of $5,152 thousand for the six months ended June 30, 2025. For the fiscal year ended December 31, 2025, TEG SPV generated revenue of $42,910 thousand and net income of $14,364 thousand, compared with revenue of $35,173 thousand and net income of $4,552 thousand for the fiscal year ended December 31, 2024. As of June 30, 2026, TEG SPV had total assets of $124,690 thousand and total shareholders’ equity of $85,201 thousand, compared with total assets of $135,158 thousand and total shareholders’ equity of $88,668 thousand as of December 31, 2025.
As of the date of this Current Report, TEG SPV owns the following properties.
Meeting,
The OTCID Basic Market is an unorganized, inter-dealer, over-the-counter market that provides significantly less liquidity than the Nasdaq Stock Market or the New York Stock Exchange. The trading price of the Common Stock is expected to be subject to significant fluctuations in response to variations in quarterly operating results, changes in analysts’ earnings estimates, announcements by us or our competitors, general conditions in the industry in which we operate and other factors. These fluctuations, as well as general economic and market conditions, may have a material adverse effect on the market price of our Common Stock.
Our controlling stockholder may exercise significant influence over us and may be subject to conflicts of interest.
Mr. Jakhongir Abidovich Artikkhodjaev, through TEG Parent, beneficially owns approximately 68.30% of our outstanding Common Stock, and his daughter, Ms. Irodakhon Abduvakhitova, a member of our Board, owns approximately 31.14%. Mr. Artikkhodjaev thus has the power, on his own, to determine the outcome of any corporate transaction or other matters submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors, approval of equity incentive plans and other significant corporate actions, and such actions may be taken by written consent without a meeting of stockholders. Mr. Artikkhodjaev also has the power to prevent or cause a change in control.
In addition, Mr. Artikkhodjaev controls entities that are not part of the Company but are significant counterparties of TEG SPV, including borrowers under loans made by TEG SPV and the borrower under the $100 million facility guaranteed by TEG SPV. His interests may differ from the interests of our other stockholders, which may cause him to be faced with conflicts of interest that may not be resolved in favor of or to the satisfaction of our minority stockholders.
Compliance with changing regulation of corporate governance and public disclosure, and our management’s inexperience with such regulations, will result in additional expenses and creates a risk of non-compliance.
As a result of the issuance of shares of Common Stock to the TEG SPV Shareholders in the Share Exchange, a change in control of the Company occurred on the Closing Date. Prior to the Share Exchange, Jakhongir Abidovich Artikkhodjaev held approximately 79.3% of the issued and outstanding Common Stock. Immediately following the Closing TEG Parent held 128,506,935 shares, or approximately 68.30%, and the Individual Seller held 58,591,499 shares, or approximately 31.14%, of the 188,142,768 shares of Common Stock then outstanding, and the Sellers together held approximately 99.44% of the outstanding Common Stock.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Share Exchange Agreement, as of the Registration Date, (i) Temur Zokirov, Bahtiyor Kadirov and Elina Davidyan will resign as members of the Board, and (ii) Anita Mendiratta, Wesley T. Davis, Marc William Kasher, Richard Nolan Sharko and Irodakhon Abduvakhitova, each of whom was designated by TEG SPV, will commence serving as members of the Board, with Ms. Mendiratta serving as Chair of the Board. The resignations are in connection with the Share Exchange and are not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.
Mr. Zokirov continues to serve as the Company’s Chief Financial Officer, and Elmurod Sopiev continues to serve as the Company’s Chief Executive Officer.
The Board has determined that each of Ms. Mendiratta, Mr. Davis, Mr. Kasher and Mr. Sharko qualifies as an “independent director” under the OTCQB standards. It is expected that the Board will establish an Audit Committee, consisting of Mr. Sharko, Mr. Davis and Ms. Mendiratta, with Mr. Sharko serving as the chair;