StageWise Strategies Corp. (STWI), renamed TEG Overseas, Inc., completed a share exchange on October 13, 2026, acquiring 99.99999012% of TEG SPV in return for issuing 183,098,434 common shares to the sellers. Those exchange shares represented approximately 97.3% of the 188,142,768 common shares outstanding immediately after closing.
Under Uzbek law, ownership transfer takes effect only when the state register records the company as a TEG SPV participant; that entry was expected no later than October 16, 2026. TEG SPV and its operating subsidiaries became the issuer’s principal business, with two hotels and Central Asian Expo in Uzbekistan, while the SEO business is to continue. The parties waived a condition requiring at least $18 million of financing substantially concurrent with closing.
For the six months ended June 30, 2026, TEG SPV reported revenue of $17.375 million versus $18.525 million and net income of $3.606 million versus $5.152 million a year earlier. ADW guaranteed a related party’s $100 million term facility, with maximum potential exposure of $100 million plus interest, fees, costs and penalties. The legacy issuer reported $44,485 in cash as of June 30, 2026 and said additional capital was needed to remain a going concern.
StageWise Strategies Corp. (STWI) agreed to acquire 99.99999012% of TEG SPV LLC’s participatory interests in exchange for the issuance of 183,098,434 common shares to Tourism and Entertainment Group LLC and Irodakhon Abduvakhitova. The exchange shares are expected to represent approximately 97.3% of STWI’s 188,142,768 shares outstanding immediately after the exchange, before any securities issued in the concurrent financing. TEG SPV and its operating subsidiaries would become STWI’s principal business after the transaction.
Closing depends on a concurrent financing with at least $18 million in gross proceeds, required approvals and other customary conditions; Uzbek antimonopoly clearance has been obtained and must remain in force. STWI’s ownership takes effect upon entry in Uzbekistan’s state register, expected within a few days after closing. The board and holders of approximately 79.3% of STWI’s outstanding common shares approved the agreement. Either party may terminate if closing has not occurred by December 31, 2026, unless that party’s breach principally caused the delay.
StageWise Strategies Corp. (STWI) reported that Tourism & Entertainment Group, LLC, a ten-percent owner, purchased 1,000,000 common shares from Jakhongir Abidovich Artikkhodjaev, identified as the individual who owns substantially all interests in the LLC, on October 5, 2026. The footnote states a price of US$0.138 per share and an aggregate price of US$138,268, and says the transfer closed that day under a Contribution Agreement. The reporting person’s reported direct position after the purchase was 4,000,000 shares.
StageWise Strategies Corp. reported that Jakhongir Abidovich Artikkhodjaev transferred 1,000,000 common shares to Tourism and Entertainment Group LLC (TEG LLC) under a contribution agreement. The transfer closed October 5, 2026, at a stated aggregate price of US$138,268 (US$0.138 per share). Artikkhodjaev's direct ownership of the issuer's shares fell from 1,000,000 to zero, and TEG LLC acquired 1,000,000 shares. Artikkhodjaev owns over 99% of TEG LLC.
A separate Share Exchange Agreement dated October 6, 2026 provides for StageWise to acquire substantially all equity interests in TEG SPV; upon closing, TEG SPV would become StageWise's wholly owned subsidiary. Reported ownership figures differ: cover-page totals list both reporting persons at 4,000,000 shares and 79.3%, while a separate ownership statement gives TEG LLC approximately 59.5%.
Artikkhodjaev Jakhongir Abidovich reported sale transactions in this Form 4 filing. StageWise Strategies Corp. ten-percent owner Jakhongir Abidovich Artikkhodjaev transferred 1,000,000 common shares to Tourism and Entertainment Group LLC (TEG LLC) on October 5, 2026, for US$138,268 (US$0.138 per share).
After the transfer, his direct holdings were 0 shares, and he beneficially owned 4,000,000 shares indirectly through TEG LLC, in which he owns substantially all interests.
StageWise Strategies Corp. (STWI) expects to acquire 99.99999012% of TEG SPV’s outstanding participatory interests in exchange for 183,098,434 shares of common stock: 124,506,935 to Tourism and Entertainment Group LLC and 58,591,499 to Irodakhon Abduvakhitova. TEG SPV is expected to become a subsidiary; the transfer takes effect when Uzbekistan’s unified state register records StageWise as a participant.
Immediately following closing, before securities from the contemplated concurrent financing, Tourism and Entertainment Group LLC is expected to hold approximately 68.30% of STWI, Irodakhon Abduvakhitova approximately 31.14%, and other existing stockholders approximately 0.56%. The expected five-member board comprises Ms. Abduvakhitova, Anita Mendiratta, Wesley T. Davis, Marc William Kasher and Richard Nolan Sharko; four are expected to qualify as independent under OTCQB standards. Temur Zokirov, Bahtiyor Kadirov and Elina Davidyan are expected to resign. The board changes cannot take effect before the tenth day after filing and transmittal, and stockholders need take no action.
StageWise Strategies Corp. (STWI) 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. In exchange, STWI will issue 183,098,434 new common shares to the two selling owners of TEG SPV.
After closing (and related internal share transfers), TEG Parent is expected to own about 68.30% of STWI, the Individual Seller about 31.14%, and current public stockholders about 0.56%, before any securities issued in a required $18,000,000 concurrent financing. STWI will change its name to TEG, Inc. and fiscal year-end to December 31, and TEG SPV will become its main business.
TEG SPV generated $42.91 million of revenue and $14.36 million of net income in 2025, versus STWI’s much smaller SEO business, which had a $74,758 net loss in fiscal 2025 and carries a going-concern warning. The exchange shares will be issued as unregistered, restricted securities under Section 4(a)(2). No shareholder vote or appraisal rights are available, and no meeting will be held.
StageWise Strategies Corp. (STWI) says its principal stockholder approved a charter amendment increasing authorized capital from 75,000,000 to 850,000,000 shares, comprising 800,000,000 common and 50,000,000 blank-check preferred shares. The consent was executed July 31, 2026. The ownership table lists Jakhongir Abidovich Artikkhodjaev as a 5% holder with 4,000,000 shares, or 79.3%; 5,044,334 common shares were outstanding that day.
The amendment would permit the Board to set terms for preferred-stock series and includes officer and director liability limitations and indemnification provisions. StageWise reports no current commitments for the added shares. It expects to mail the information statement on or about September 18, 2026. The articles take effect upon filing, no earlier than 20 calendar days after first mailing or delivery; the Board may decide not to file. Issuing additional common shares may dilute existing holders, and later share issuance could make a change in control more difficult.
StageWise Strategies Corp. (STWI) reports that Tourism & Entertainment Group, LLC has become a direct ten percent owner, holding 3,000,000 shares of common stock. These shares were transferred to the reporting person by Jakhongir Abidovich Artikkhodjaev under a Contribution Agreement that closed on August 10, 2026, at US$0.138 per share, for an aggregate US$414,803.
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.