TEG Overseas director holds 58.6M shares after exchange

The completed exchange transferred 99.99999012% of TEG SPV’s membership interests for 183,098,434 shares, including 58,591,499 issued to Abduvakhitova.

Rhea-AI Filing Summary

TEG Overseas, Inc. (STWI) reported that its director and 10% owner Irodakhon Abduvakhitova directly held 58,591,499 shares on October 13, 2026.

Under a share exchange agreement, StageWise Strategies Corp. agreed to acquire 99.99999012% of TEG SPV, LLC’s membership interests from Abduvakhitova and Tourism and Entertainment Group LLC in exchange for 183,098,434 shares of StageWise Strategies Corp. common stock. The exchange closed October 13, 2026; 58,591,499 shares were issued to Abduvakhitova and 124,506,935 to Tourism and Entertainment Group LLC.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Abduvakhitova Irodakhon

Role Director, 10% Owner

Type	Security	Shares	Price	Value
holding	Common Stock F1	--	--	--

Holdings After Transaction: Common Stock — 58,591,499 shares (Direct)

Footnotes (1)

1. F1. On October 6, 2026, the reporting person entered into a Share Exchange Agreement with StageWise Strategies Corp. ("STWI"), TEG SPV, LLC, a limited liability company organized under the laws of the Republic of Uzbekistan ("TEG SPV"), and Tourism and Entertainment Group LLC, a limited liability company organized under the laws of the Republic of Uzbekistan ("TEG Parent", and together with the reporting person, the "Sellers"). Pursuant to the agreement, STWI agreed to acquire 99.99999012% of the membership interests in TEG SPV from the Sellers in exchange for an aggregate of 183,098,434 shares of STWI common stock (the "Exchange Shares"), 124,506,935 of which Exchange Shares were to be issued to TEG Parent; and 58,591,499 of which Exchange Shares were to be issued to the reporting person (the "Share Exchange Transaction"). The Share Exchange Transaction closed on October 13, 2026.

Key Figures

Shares held directly: 58,591,499 shares Aggregate exchange shares: 183,098,434 shares Shares issued to Tourism and Entertainment Group LLC: 124,506,935 shares +1 more

4 metrics

Shares held directly 58,591,499 shares Irodakhon Abduvakhitova, October 13, 2026

Aggregate exchange shares 183,098,434 shares Shares exchanged for TEG SPV, LLC membership interests

Shares issued to Tourism and Entertainment Group LLC 124,506,935 shares Share exchange

TEG SPV membership interests acquired 99.99999012% Share exchange

Key Terms

Share Exchange Agreement, membership interests, Exchange Shares, Share Exchange Transaction

4 terms

Share Exchange Agreement financial

"entered into a Share Exchange Agreement with StageWise Strategies Corp."

A share exchange agreement is a legal deal where shareholders trade their shares in one company for shares in another, commonly used in mergers, acquisitions or corporate reorganizations. Think of it like swapping ownership cards in a game: the swap can change who controls the business, how many shares each person owns, and the value and liquidity of those holdings, so investors need to understand the exchange ratio, potential dilution and long-term impact on value and voting power.

membership interests financial

"99.99999012% of the membership interests in TEG SPV"

An ownership stake in a limited liability company (LLC) that represents a holder’s share of the business’s profits, losses, and decision-making power. Think of it like a slice of the company’s pie and a seat at its management table: it determines how much money the owner can receive and how much influence they have over company choices. Investors care because these interests affect returns, control, transferability, and tax treatment.

Exchange Shares financial

"the Exchange Shares"

Share Exchange Transaction financial

"the Share Exchange Transaction closed on October 13, 2026."

A share exchange transaction is when shareholders swap their shares in one company for shares in another company or in a restructured version of the same company, often as part of a merger, acquisition or corporate reorganization. Think of it like trading collectible cards: you give up one set and receive a different set whose value and rules may differ. It matters to investors because it changes ownership stakes, voting power and potential returns, and can affect share value and tax outcomes.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did STWI director Irodakhon Abduvakhitova hold?

Irodakhon Abduvakhitova directly held 58,591,499 shares on October 13, 2026.

What were the terms of the STWI share exchange involving TEG SPV?

StageWise Strategies Corp. agreed to acquire 99.99999012% of TEG SPV, LLC’s membership interests for 183,098,434 shares of its common stock. The exchange closed October 13, 2026; 58,591,499 shares were issued to Irodakhon Abduvakhitova and 124,506,935 to Tourism and Entertainment Group LLC.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding Insider Trading Forms →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/22/2026 - 05:01 PM EDT Accepted by SEC EDGAR 10/22/2026 - 05:00 PM EDT Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Abduvakhitova Irodakhon

(Last) (First) (Middle)

13 ESHON BOBOKHON STREET

SHAYKHANTAKHUR DISTRICT

(Street)

TASHKENT 100169

(City) (State) (Zip)

UZBEKISTAN

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
10/13/2026

3. Issuer Name and Ticker or Trading Symbol
TEG OVERSEAS, INC. [ TEGO ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	58,591,499	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On October 6, 2026, the reporting person entered into a Share Exchange Agreement with StageWise Strategies Corp. ("STWI"), TEG SPV, LLC, a limited liability company organized under the laws of the Republic of Uzbekistan ("TEG SPV"), and Tourism and Entertainment Group LLC, a limited liability company organized under the laws of the Republic of Uzbekistan ("TEG Parent", and together with the reporting person, the "Sellers"). Pursuant to the agreement, STWI agreed to acquire 99.99999012% of the membership interests in TEG SPV from the Sellers in exchange for an aggregate of 183,098,434 shares of STWI common stock (the "Exchange Shares"), 124,506,935 of which Exchange Shares were to be issued to TEG Parent; and 58,591,499 of which Exchange Shares were to be issued to the reporting person (the "Share Exchange Transaction"). The Share Exchange Transaction closed on October 13, 2026.

	/s/ Irodakhon Abduvakhitova	10/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)