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UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 16, 2026 (October
14, 2026)
TEG
OVERSEAS, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
333-275731 |
|
61-2108075 |
(State or Other Jurisdiction
of
Incorporation or Organization) |
|
Commission File Number |
|
(I.R.S. Employer
Identification Number) |
64/2
Mahtumquili Street
Yashnobod
District 100000
Tashkent
City, Republic of Uzbekistan
Tel:
+1-347-799-7109
(Address,
including Zip Code, and Telephone Number,
including
Area Code, of Registrant’s Principal Executive Office)
STAGEWISE
STRATEGIES CORP.
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered or to be registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Preliminary
Note:
This
Current Report on Form 8-K/A amends the Current Report on Form 8-K filed on October 14, 2026 (the “Original Form 8-K”) by
TEG Overseas, Inc. (“TEG” or the “Company”) by updating certain information in the Original Form 8-K relating
to (i) the registration of the transfer of the TEG SPV Participatory Interests to the Company, (ii) the change of the Board of Directors
and (iii) the change of the Company’s fiscal year. Initially capitalized terms not otherwise defined in this Current Report shall
have the meanings given to those terms in the Original Form 8-K.
Item
2.01 Completion of Acquisition or Disposition of Assets.
As
reported in the Original Form 8-K, 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. This registration
has been completed and the name of the Company is currently being updated to TEG Overseas, Inc. in the registry.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
a result of the Registration Date having occurred as of October 14, 2026, (i) Temur Zokirov, Bahtiyor Kadirov and Elina Davidyan have
resigned 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, has commenced serving as members of the Board, with Ms. Mendiratta serving as
Chair of the Board. Mr. Zokirov continues to serve as the Company’s Chief Financial Officer and has been also appointed as Treasurer
of the Company, and Elmurod Sopiev continues to serve as the Company’s Chief Executive Officer and has also been appointed as President
of the Company.
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. The Board has also established an Audit Committee, consisting of Mr. Sharko, Mr. Davis and Ms. Mendiratta,
with Mr. Sharko serving as the chair; a Compensation Committee, consisting of Mr. Kasher, Mr. Davis and Ms. Mendiratta, with Mr. Kasher
serving as the chair; and a Nominating and Corporate Governance Committee consisting of Mr. Kasher, Mr. Davis and Ms. Mendiratta, with
Mr. Kasher serving as the chair.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
Board, on October 14, 2026, approved a change in the Company’s fiscal year end from September 30th to December 31st.
Item
9.01 Financial Statements and Exhibits.
| (a) |
Financial statements of the business acquired. |
The
applicable financial statements were filed as Exhibits 99.1, 99.2, 99.3 and 99.4 to the Original Form 8-K.
| (b) |
Pro forma financial information. |
The
pro forma financial statements with respect to the transactions described in Item 2.01 of the Original Form 8-K was filed as Exhibit
99.5 to the Original Form 8-K.
| Exhibit
No. |
|
Description |
| 2.1 |
|
Share Exchange Agreement, dated as of October 6, 2026, by and among StageWise Strategies Corp., TEG SPV LLC, Tourism and Entertainment Group LLC and Irodakhon Abduvakhitova (Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2026) |
| 3.1* |
|
Amended and Restated Articles of Incorporation of the Company |
| 3.2 |
|
Amended
and Restated Bylaws of the Company (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on
August 3, 2026) |
| 10.1** |
|
Franchise Agreement, dated
December 13, 2018, between AKFA Dream World LLC and Hilton Hotel Worldwide Manage Limited +# |
| 10.2** |
|
Services Agreement, dated
December 29, 2020, between Wide Tent System LLC and Wyndham Hotel Group (UK) East Limited, as assigned to Cultural Landmark Hotel
LLC +# |
| 10.3** |
|
Trademark Sublicense Agreement,
dated December 29, 2020, between Wide Tent System LLC and Wyndham Hotel Group (UK) East Limited +# |
| 10.4** |
|
Assignment, Assumption
and Amendment Agreement, dated August 7, 2026, by and among Wide Tent System LLC, Cultural Landmark Hotel LLC and Wyndham Hotel Group
(UK) East Limited +# |
| 21.1* |
|
List of subsidiaries |
| 99.1* |
|
Audited combined financial statements of StageWise Strategies Corp. as of and for the years ended September 30, 2025 and 2024 |
| 99.2* |
|
Unaudited financial statements of StageWise Strategies Corp. as of June 30, 2026 and for the three and nine months ended June 30, 2026 and 2025 |
| 99.3* |
|
Audited combined financial statements of TEG SPV LLC as of December 31, 2025 and 2024 |
| 99.4* |
|
Unaudited condensed combined financial statements of TEG SPV LLC as of June 30, 2026, and for the three and six months ended June 30, 2026 and 2025 |
| 99.5* |
|
Unaudited pro forma condensed combined financial information |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
| * |
Filed as an Exhibit to the Original Form 8-K |
| |
|
| ** |
Filed herewith |
| |
|
| + |
The exhibits and schedules to this Exhibit have been omitted pursuant to
Item 601(b)(10)(iv) of Regulation S-K. The Company hereby agrees to furnish a copy of any omitted schedules to the SEC upon request. |
| # |
Certain personally identifiable
information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
October 16, 2026
| TEG
OVERSEAS, INC. |
|
| |
|
| By: |
/s/
Temur Zokirov |
|
| Name: |
Temur
Zokirov |
|
| Title: |
Chief
Financial Officer |
|
