StageWise Strategies Corp. (STWI) SEC Filings

StageWise Strategies Corp. (STWI) has obtained written consent from holders of about 79.3% of its common stock to approve a Share Exchange Agreement under which STWI will acquire 99.99999012% of TEG SPV LLC, a hospitality and exhibition group in Uzbekistan. As consideration, STWI will issue 177,849,280 new common shares to Tourism and Entertainment Group LLC, which is expected to own roughly 90% of STWI’s outstanding stock after closing, making TEG Parent the controlling stockholder and substantially diluting existing holders.

The transaction will make TEG SPV a subsidiary of STWI and trigger a corporate name change to TEG, Inc. and a fiscal year-end change to December 31, effective around the date when Uzbek authorities register STWI as a participant in TEG SPV. Closing is conditioned on mailing this information statement, securing required Uzbek and antimonopoly approvals, and completing a concurrent financing that must raise at least $18 million of gross proceeds for STWI.

Today STWI is a small SEO services business with modest revenue, recurring losses, a going-concern warning and shares quoted on the OTC Pink Limited Market, while TEG SPV generated $42.91 million of revenue and $14.36 million of net income in 2025 from hotels and an exhibition center. The board cites TEG SPV’s scale, profitability and Central Asian growth prospects as reasons the exchange is advisable for STWI and its stockholders.

StageWise Strategies Corp. (STWI) disclosed an updated large-shareholder position after an internal restructuring of holdings. On July 30, 2026, founder and controlling shareholder Jakhongir Abidovich Artikkhodjaev agreed to transfer 3,000,000 shares of common stock to Tourism and Entertainment Group LLC (TEG LLC), a Uzbekistan limited liability company he substantially owns, for an aggregate price of US$414,803 (US$0.138 per share). The transfer closed on August 10, 2026.

Following this transaction, Mr. Artikkhodjaev now directly owns 1,000,000 shares and indirectly holds 3,000,000 shares through TEG LLC, for aggregate beneficial ownership of approximately 79.8% of StageWise’s 5,044,334 issued and outstanding shares. TEG LLC separately reports beneficial ownership of approximately 59.5% of the outstanding common stock. The reporting persons state they currently have no specific plans for acquisitions, dispositions, or major corporate changes, though they may in the future cause the company to pursue an acquisition of a compatible business.

StageWise Strategies Corp., a Nevada-based SEO and API tools provider, reported results for the three and nine months ended June 30, 2026. Quarterly revenue was $11,307, up from $8,196 a year earlier, while nine‑month revenue was $55,774, down from $77,886. Net loss narrowed sharply to $7,483 for the quarter and $13,170 for the nine months, compared with $53,040 and $37,319 in the prior-year periods, driven by a 69% quarterly reduction in operating expenses.

Total assets were $174,607, including cash of $44,485 and net intangible assets of $121,872. A $220,311 shareholder contribution was used to repay a related‑party loan, eliminating that debt and moving stockholders’ equity to $130,107 from a prior deficit. The company also has a $250,000 share subscription from its new controlling shareholder, with $44,500 received by June 30 and the remaining $205,500 paid on July 17, 2026 upon issuance of 1,000,000 shares.

Management discloses a going concern uncertainty due to an accumulated deficit of $125,534, historical losses and reliance on external financing. A change of control occurred on June 5, 2026, and new leadership was appointed. Disclosure controls and internal control over financial reporting were assessed as not effective due to material weaknesses.

StageWise Strategies Corp. major shareholder Artikkhodjaev Jakhongir Abidovich restructured his holdings on August 10, 2026. He sold 3,000,000 shares of common stock at US$0.138 per share from his direct ownership and, through Tourism and Entertainment Group LLC ("TEG LLC"), purchased 3,000,000 shares for an aggregate US$414,803 under a July 30, 2026 Contribution Agreement. Following these transactions, he directly holds 1,000,000 shares and is deemed to indirectly beneficially own 3,000,000 shares controlled via TEG LLC.

StageWise Strategies Corp., a Nevada corporation, reports that its Board of Directors, acting by unanimous written consent on July 28, 2026, adopted and approved Amended and Restated Bylaws effective immediately. These bylaws fully supersede and replace the company’s prior bylaws.

The updated bylaws designate the company’s registered office at 701 S Carson Street, Suite 200, Carson City, Nevada 89701 and its principal office in Tashkent, Republic of Uzbekistan. They also establish procedures for annual and special meetings of stockholders and authorize the Board to determine the company’s fiscal year end, among other matters. The full text is included as Exhibit 3.1.

StageWise Strategies Corp. obtained written consent from its principal stockholder, who holds 79.3% of the voting power (4,000,000 of 5,044,334 common shares outstanding as of July 31, 2026), to amend and restate its Articles of Incorporation without holding a shareholder meeting.

The amendment increases authorized capital from 75,000,000 to 850,000,000 shares, consisting of 800,000,000 shares of common stock and 50,000,000 shares of blank check preferred stock, each with $0.001 par value. The board will be able to create series of preferred stock with designated rights. The restated articles also limit director and officer liability and provide indemnification as permitted by Nevada law, and confirm that stockholder actions may be taken by written consent. The company states there are no current commitments to issue the additional authorized shares.

StageWise Strategies Corp. major shareholder Jakhongir Abidovich Artikkhodjaev completed the purchase of 1,000,000 common shares on July 17, 2026 for an aggregate $250,000 of personal funds, providing additional capital for the company’s operations.

Following this investment, he beneficially owns 4,000,000 shares of StageWise Strategies common stock out of 5,044,334 shares outstanding, up from a previously reported stake of approximately 74.2%. He reports no current plans for mergers, asset sales, management changes, or other major corporate actions, though he may consider future acquisitions for the company without any agreements in place.

StageWise Strategies Corp. reports that 10% owner Jakhongir Artikkhodjaev purchased 1,000,000 shares of common stock at $0.25 per share under a share subscription agreement, for an aggregate purchase price of $250,000 in newly issued shares.

The agreement was signed on June 30, 2026 and closed on July 17, 2026. Following this transaction, Artikkhodjaev directly owns 4,000,000 common shares.

StageWise Strategies Corp. entered into a Share Subscription Agreement with its controlling shareholder, Jakhongir Abidovich Artikkhodjaev, to issue 1,000,000 restricted common shares for a total purchase price of $250,000 in a private transaction exempt under Section 4(a)(2) of the Securities Act.

The Company has received an initial payment of $44,500 and expects the remaining $205,500 on or before July 31, 2026, with the shares to be issued once the full amount is paid. The investor currently owns about 74.2% of outstanding common stock, is an accredited investor, and agreed to transfer restrictions consistent with Rule 144.