UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14F-1
INFORMATION
STATEMENT PURSUANT TO
SECTION
14(f) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND
RULE 14f-1 THEREUNDER
STAGEWISE
STRATEGIES CORP.
(Name
of Registrant)
| Nevada |
|
000-56736 |
|
61-2108075 |
(State
of
Incorporation) |
|
(Commission
File
No.) |
|
(IRS
Employer
Identification
No.) |
64/2
Mahtumquili Street
Yashnobod
District 100000
Tashkent
City, Republic of Uzbekistan
(Address
of Principal Executive Offices)
+998
94 677 44 01
(Registrant’s
Telephone Number)
Approximate
Date of Mailing: October 2, 2026
STAGEWISE
STRATEGIES CORP.
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(f) OF THE
SECURITIES
EXCHANGE ACT OF 1934
AND
RULE 14f-1 THEREUNDER
NOTICE
OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS
October 1,
2026
THIS
INFORMATION STATEMENT IS BEING PROVIDED SOLELY FOR INFORMATIONAL PURPOSES AND NOT IN CONNECTION WITH ANY VOTE OF THE STOCKHOLDERS OF
STAGEWISE STRATEGIES CORP.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUIRED TO TAKE ANY ACTION.
Schedule
14f-1
You
are urged to read this information statement (this “Information Statement”) carefully and in its entirety. However, you are
not required to take any action in connection with this Information Statement. References throughout this Information Statement to “Company,”
“STWI,” “we,” “us,” and “our” refer to StageWise Strategies Corp.
INTRODUCTION
This Information Statement is being mailed on or about October 2, 2026 to the holders of record at the close of business on October 1,
2026 of the shares of common stock, par value $0.001 per share (“Common Stock”), of StageWise Strategies Corp, a Nevada corporation,
in accordance with the requirements of Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and Rule 14f-1 promulgated thereunder, in connection with an anticipated change in majority control of the Company’s Board of Directors
(the “Board”) other than by a meeting of stockholders. Section 14(f) of the Exchange Act and Rule 14f-1 require the mailing
to our stockholders of record the information set forth in this Information Statement at least 10 days prior to the date a change in a
majority of our directors occurs (otherwise than at a meeting of our stockholders). Accordingly, the change in a majority of our directors
pursuant to the transaction described herein will not occur until at least 10 days following the mailing of this Information Statement.
You
are receiving this Information Statement in connection with the anticipated change in the composition of the Board pursuant to the terms
of a Share Exchange Agreement (the “Share Exchange Agreement”), to be entered into 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 (“TEG Parent”), and Ms. Irodakhon
Abduvakhitova (the “Individual Seller” and, together with TEG Parent, the “Sellers”), and the transactions contemplated
thereby (the “Share Exchange Transaction”).
Pursuant
to the Share Exchange Agreement, the Company will acquire from the Sellers 99.99999012% of the outstanding participatory interests in
the charter capital of TEG SPV in exchange for an aggregate of 183,098,434 shares of Common Stock (the “Exchange Shares”),
consisting of 124,506,935 Exchange Shares to be issued to TEG Parent and 58,591,499 Exchange Shares to be issued to the Individual Seller.
Wellmore LLC, a limited liability company organized under the laws of the Republic of Uzbekistan, will continue to hold 0.00000988% of
the participatory interests in TEG SPV in order to comply with regulatory requirements in Uzbekistan. Upon consummation of the Share
Exchange Transaction, TEG SPV will become a subsidiary of the Company.
As
a matter of the mandatory law of the Republic of Uzbekistan, the transfer of the participatory interests in TEG SPV to the Company will
become effective, and the Company will be deemed to have acquired ownership of such participatory interests, upon 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
(the date of such entry, the “Registration Date”). The closing of the Share Exchange Transaction (the “Closing”)
and the Registration Date may not occur on the same date, and the Registration Date is expected to occur shortly after the Closing.
Pursuant
to the Share Exchange Agreement, effective as of the Registration Date, the Board will be reconstituted to consist of five individuals
designated by TEG SPV prior to the Closing, four of whom are expected to qualify as “Independent Directors” under the OTCQB
Standards. Each of Elina Davidyan, Bahtiyor Kadirov and Temur Zokirov will resign from his or her position as a director upon completion
of the Share Exchange Transaction. The post-transaction Board is expected to consist of Irodakhon Abduvakhitova, Anita Mendiratta, Wesley
T. Davis, Marc William Kasher and Richard Nolan Sharko (collectively, the “14F Directors”), with Ms. Mendiratta expected
to serve as Chair of the Board. The resignations of the current directors and the appointment of the 14F Directors will not become effective
earlier than the tenth (10th) day following the filing and transmittal of this Information Statement.
Immediately
following the Closing, and giving effect to the transfer to TEG Parent, prior to the Closing, of all shares of Common Stock held by Mr.
Jakhongir Abidovich Artikkhodjaev, the beneficial owner of substantially all of the equity interests of TEG Parent, TEG Parent is expected
to hold approximately 68.30% of the Company’s outstanding Common Stock, the Individual Seller is expected to hold approximately
31.14% of the Company’s outstanding Common Stock, and the Company’s other stockholders immediately prior to the Closing are
expected to hold approximately 0.56% of the Company’s outstanding Common Stock, in each case without giving effect to any securities
that may be issued to investors in the concurrent financing contemplated by the Share Exchange Agreement.
The
foregoing description of the Share Exchange Agreement and the Share Exchange Transaction does not purport to be complete and is qualified
in its entirety by reference to the full text of the form of Share Exchange Agreement, which was included as Appendix A to the Company’s
Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission (the “SEC”) on September
18, 2026.
As
a result of the foregoing, effective as of the Registration Date and subject to the requirements of Section 14(f) of the Exchange Act
and Rule 14f-1 promulgated thereunder, a majority of the Board is expected to consist of newly appointed directors. Please read this
Information Statement carefully. It contains certain biographical and other information concerning the 14F Directors.
THIS
INFORMATION STATEMENT IS REQUIRED BY SECTION 14(F) OF THE EXCHANGE ACT AND RULE 14F-1 PROMULGATED THEREUNDER IN CONNECTION WITH THE APPOINTMENT
OF NEW DIRECTORS CONSTITUTING A MAJORITY OF THE BOARD. NO ACTION IS REQUIRED BY OUR STOCKHOLDERS IN CONNECTION WITH THE RESIGNATION AND
APPOINTMENT OF ANY DIRECTOR.
CHANGE
IN MAJORITY OF BOARD OF DIRECTORS
The
current members of the Board are Temur Zokirov, Bahtiyor Kadirov and Elina Davidyan. Mr. Zokirov currently serves as Chairman of the
Board, Chief Financial Officer and Secretary of the Company, and Mr. Kadirov and Ms. Davidyan currently serve as independent directors
of the Company.
Pursuant
to the Share Exchange Agreement, effective as of the Registration Date, the Board will be reconstituted to consist of five individuals
designated by TEG SPV prior to the Closing. Each of Mr. Zokirov, Mr. Kadirov and Ms. Davidyan will resign from his or her position as
a director of the Company upon completion of the Share Exchange Transaction. Irodakhon Abduvakhitova (the Individual Seller), Anita Mendiratta,
Wesley T. Davis, Marc William Kasher and Richard Nolan Sharko are expected to be appointed to the Board, such that a majority of the
Board will consist of newly appointed directors. Ms. Mendiratta is expected to serve as Chair of the Board. The change in the Board will
not become effective earlier than ten (10) days after the filing of this Information Statement with the SEC and the transmission of this
Information Statement to all holders of record of our Common Stock entitled to vote for the election of directors.
Following
the Share Exchange Transaction, the Company plans to establish two standing committees of the Board: an Audit Committee and a Nominating
and Compensation Committee. The Audit Committee is expected to consist of Mr. Sharko, Mr. Davis and Ms. Mendiratta, with Mr. Sharko serving
as chairperson of the Audit Committee. The Company expects that four of the five members of the Board following the Share Exchange Transaction
will qualify as independent directors under applicable OTCQB standards, with Ms. Abduvakhitova being the only director who will not so
qualify, since she is expected to own approximately 31.14% of the Company’s issued and outstanding shares of Common Stock, after
the consummation of the Share Exchange Transaction, without giving effect to any securities that may be issued to investors in the concurrent
financing contemplated by the Share Exchange Agreement.
No
action is required by our stockholders in connection with this Information Statement or the anticipated change in the composition of
the Board. However, Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder require that the information set forth in
this Information Statement be filed with the SEC and transmitted to the holders of record of our Common Stock entitled to vote for the
election of directors at least ten (10) days prior to the date on which the change in a majority of our directors occurs (otherwise than
at a meeting of our stockholders).
VOTING
SECURITIES
As
of the date of this Information Statement, our authorized capital stock consists of 75,000,000 shares of Common Stock, of which 5,044,334
shares are issued and outstanding, and of which an aggregate of 4,000,000 shares are held by TEG Parent and Mr. Aritkkhodjaev. Each share
of Common Stock grants one vote on each matter submitted to stockholders.
This
Information Statement is being provided pursuant to Rule 14f-1 solely for informational purposes. No vote or other action by the Company’s
stockholders is required or being solicited in connection with the matters described herein.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table provides information anticipated as of the Closing, regarding beneficial ownership of 5% or more of Common Stock by:
(i) each person known to STWI who beneficially owns more than five percent of STWI’s Common Stock; (ii) each of the expected officers
and directors of STWI following the Share Exchange Transaction. The percentage of beneficial ownership is based on 188,142,768 shares
of Common Stock being outstanding as of consummation of the Share Exchange Transaction, without accounting for any securities which may
be issued by STWI in connection with the concurrent financing, which percentages will be reduced upon the issuance of any shares of Common
Stock or other securities exercisable for or convertible into shares of Common Stock to investors in the concurrent financing.
Unless
otherwise indicated, the address for each beneficial owner is c/o StageWise Strategies Group (TEG, Inc. after Closing), 64/2 Mahtumquili
Street, Yashnobod District 100000, Tashkent City, Republic of Uzbekistan.
| NAME OF BENEFICIAL OWNER | |
NUMBER OF
SHARES
BENEFICIALLY
OWNED | | |
PERCENTAGE OF
SHARES
OUTSTANDING
BENEFICIALLY
OWNED | |
| Directors and Executive Officers: | |
| | |
| |
| Anita Mendiratta | |
| 0 | | |
| 0 | |
| Wesley T. Davis | |
| 0 | | |
| 0 | |
| Marc William Kasher | |
| 0 | | |
| 0 | |
| Richard Nolan Sharko | |
| 0 | | |
| 0 | |
| Irodakhon Abduvakhitova | |
| 58,591,499 | | |
| 31.14 | % |
| Elmurod Sopiev | |
| 0 | | |
| 0 | |
| Temur Zokirov | |
| 0 | | |
| 0 | |
| All executive officers and directors as a group (7 persons) | |
| 58,591,499 | | |
| 31.14 | % |
| | |
| | | |
| | |
| 5% or Greater Stockholders | |
| | | |
| | |
| Jakhongir Abidovich Artikkhodjaev* | |
| 128,506,935 | | |
| 68.25 | % |
| Tourism and Entertainment Group LLC | |
| 128,506,935 | | |
| 68.30 | % |
| Irodakhon Abduvakhitova | |
| 58,591,499 | | |
| 31.14 | % |
| (*) | Reflects
the 128,506,935 shares of common stock held by Tourism and Entertainment Group LLC, an Uzbek limited company, in which Jakhongir Abidovich
Artikkhodjaev holds over 99% of the outstanding ownership interests. |
Change
of Control
Effective
as of June 5, 2026, there was a change of control of the Company. Approximately 74.2% of the Company’s then issued and outstanding
shares of Common Stock were acquired by a foreign individual from two of our stockholders. Upon such acquisition, all of the then serving
directors and officers of the Company resigned and were replaced by the following officers and directors:
| Name |
|
Position |
| Elmurod
Sopiev |
|
Chief
Executive Officer |
| Temur
Zokirov |
|
Chairman
of the Board, Chief Financial Officer and Secretary |
| Bahtiyor
Kadirov |
|
Director |
| Elina
Davidyan |
|
Director |
More
information on the change of control and the new officers and directors is provided in our Current Report on Form 8-K filed with the
SEC on June 11, 2026.
MANAGEMENT
AND CORPORATE GOVERNANCE
Current
Executive Officers and Directors
Below
is a list of STWI’s directors and executive officers as of the date hereof. The business address for the directors and officers
of STWI is 64/2 Mahtumquili Street, Yashnobod District 100000, Tashkent City, Republic of Uzbekistan.
| Name |
|
Position |
| Elmurod
Sopiev |
|
Chief
Executive Officer |
| Temur
Zokirov |
|
Chairman
of the Board, Chief Financial Officer and Secretary |
| Bahtiyor
Kadirov |
|
Director |
| Elina
Davidyan |
|
Director |
Elmurod
Sopiev
Elmurod
Sopiev, age 37, was appointed as the Chief Executive Officer of the Company on June 5, 2026. Since May 2025, Mr. Sopiev has served as
a Director of AKFA Dream World, LLC (“ADW”), the operator of the Hilton Tashkent City Hotel (“Hilton Tashkent”),
Tashkent, Uzbekistan, and an indirect subsidiary of Tourism and Entertainment Group, LLC, a hotel and hospitality company located in
Uzbekistan (“TEG”). Mr. Sopiev served as a General Manager of Hilton Tashkent from November 2023 to May 2025. From October
2022 to November 2023, Mr. Sopiev served as a Director of Operations at Hilton Tashkent. From January 2021 to September 2022, Mr. Sopiev
was a Cluster Food and Beverage Director at AKFA Holding. Mr. Sopiev was awarded a bachelor’s degree in tourism, hotel and restaurant
management from Tashkent Tourism College in 2008.
Temur
Zokirov
Mr.
Temur Zokirov, age 30, was appointed as Chairman of the Board, Chief Financial Officer and Secretary of the Company on June 5, 2026.
Mr. Zokirov has worked as a strategic advisor to the Chief Executive Officer of TEG since April 2023. Prior to joining TEG, from September
2022 to March 2023, Mr. Zokirov worked at PricewaterhouseCoopers Central Asia and Caucasus B.V. in Tashkent, Uzbekistan as a Manager;
as a senior tax consultant, from February 2021 to August 2022; and as a tax consultant, from January 2018 to January 2021. Mr. Zokirov
was awarded a bachelor’s degree in business administration from Westminster International University in Tashkent, Uzbekistan in
June 2016, and a master’s degree in management from IE Business School in Madrid, Spain, in December 2017.
Bahtiyor
Kadirov
Mr.
Bahtiyor Kadirov, age 52, was appointed as an independent director of the Company on June 5, 2026. Mr. Kadirov has served as the Head
of IFRS/U.S. GAAP reporting for TEG since 2025, where he conducts comprehensive internal audits, prepares financial statements and coordinates
and supports external audits. Prior to joining TEG, from November 2018 to November 2024, Mr. Kadirov served as a Senior Audit Manager
at Ernst & Young’s Tashkent office in Uzbekistan. Mr. Kadirov was awarded a bachelor’s degree in international economic
relations from Tashkent State University of Economics in June 1996 and a master’s degree in liberal arts from University of Notre
Dame in November 1996. Mr. Kadirov also attended an Exchange Program in International Business at Pace University from September 1994
to June 1995.
Elina
Davidyan
Ms.
Elina Davidyan, age 32, was appointed as an independent director of the Company on June 5, 2026. Ms. Davidyan has served as the Finance
Director of East Restaurant, a subsidiary of TEG located in Tashkent, Uzbekistan and the Chief Accountant of AKFA Dream World, since
July 2020. Ms. Davidyan was awarded a degree in accounting from Mirabad Academic Lyceum under the Tashkent Institute of Railway Engineers
in June 2013, and a Bachelor’s degree in accounting and audit from Moscow Financial and Industrial University “Synergy”
in December 2023.
14F
Directors
As
per the Share Exchange Agreement, following the Share Exchange Transaction, the board of directors (the “Post-Closing Purchaser
Board”) will consist of five individuals, all of whom were designated by TEG SPV prior to the Closing, including four individuals
who qualify as “Independent Directors” under the OTCQB Standards. The directors of the Post-Closing Purchaser Board shall
serve in a single class, with terms as provided in our bylaws.
Below
is a list of STWI’s directors and executive officers following the Share Exchange Transaction. They were officers or directors
of TEG SPV prior to the Share Exchange Transaction. The business address for the directors and officers of STWI is 64/2 Mahtumquili Street,
Yashnobod District 100000, Tashkent City, Republic of Uzbekistan. Each of Elina Davidyan, Bahtiyor Kadirov, and Temur Zokirov will resign
from their positions as a director upon the completion of the Share Exchange Transaction.
| Name |
|
Age |
|
Position |
| Executive
Officers and Non-Independent Director |
|
|
|
|
| Elmurod
Sopiev |
|
37 |
|
CEO |
| Temur
Zokirov |
|
30 |
|
CFO |
| Irodakhon
Abduvakhitova |
|
27 |
|
Non-Independent
Member of the Board |
| Non-Management
Directors |
|
|
|
|
| Anita
Mendiratta |
|
58 |
|
Chair
of the Board and Independent |
| Wesley
T. Davis |
|
59 |
|
Independent
Member of the Board |
| Marc
William Kasher |
|
56 |
|
Independent
Member of the Board |
| Richard
Nolan Sharko |
|
65 |
|
Independent
Member of the Board |
Executive
Officers and Non-Independent Director
Elmurod
Sopiev has served as the CEO of STWI, since June 2026. Mr. Sopiev has also served as the CEO of TEG SPV, since June 2, 2026 . Since May
2025, Mr. Sopiev has served as a Director of ADW, a subsidiary of TEG SPV and the operator of Hilton Tashkent. Mr. Sopiev served as a
General Manager of Hilton Tashkent from November 2023 to May 2025. From October 2022 to November 2023, Mr. Sopiev served as a Director
of Operations at Hilton Tashkent. From January 2021 to September 2022, Mr. Sopiev was a Cluster Food and Beverage Director at AKFA Holding.
Mr. Sopiev was awarded a bachelor’s degree in tourism, hotel and restaurant management from Tashkent Tourism College in 2008.
Mr.
Temur Zokirov has served as the Chief Financial Officer of STWI, since June 2026. Mr. Zokirov has also served as the CFO of TEG SPV,
since July 2, 2026. Mr. Zokirov has worked as a strategic advisor to the Chief Executive Officer of TEG Parent since April 2023. Prior
to joining TEG, from September 2022 to March 2023, Mr. Zokirov worked at PricewaterhouseCoopers Central Asia and Caucasus B.V. in Tashkent,
Uzbekistan as a Manager, as a senior tax consultant, from February 2021 to August 2022 and as a tax consultant, from January 2018 to
January 2021. Mr. Zokirov was awarded a bachelor’s degree in business administration from Westminster International University
in Tashkent, Uzbekistan in June 2016, and a master’s degree in management from IE Business School in Madrid, Spain in December
2017.
Irodakhon
Abduvakhitova will commence serving as a member of the Board of STWI, immediately after the Closing Ms. Abduvakhitova has also served
as a Non-Independent Member of the Supervisory Board of TEG SPV, since April 2026. Since June 2025, Ms. Abduvakhitova has served as the
General Manager of Tourism and Entertainment Group, having first joined the company in this position on a concurrent basis in December
2024. In this role she is responsible for the administrative management of the company and the coordination of its day-to-day operations.
From June 2020 to March 2025, Ms. Abduvakhitova served as the Director of Inspo Care, a company that imports and distributes cosmetics
and perfumes.
Non-Executive
Directors
Anita
Mendiratta will commence serving as Chair of the Board of STWI, immediately after the Closing. Ms. Mendiratta has also served as the
Chair of the Supervisory Board of TEG SPV, since April 2026. Ms. Mendiratta is the Founder and President of Anita Mendiratta & Associates,
a strategic advisory practice she established in 2002, and has over three decades of experience advising governments and international
institutions across more than 100 countries in tourism, aviation, leadership and sustainable development. Ms. Mendiratta serves as a
Special Advisor to the Secretary General of UN Tourism (formerly UNWTO) and as a strategic resource to the World Bank, the World Travel
& Tourism Council, the International Air Transport Association, the Air Transport Action Group and ICCA. She is a Founding Advisory
Board Member of the Royal Commission for AlUla in Saudi Arabia and formerly served as a Special Advisor to the CEO of the Saudi Tourism
Authority. Ms. Mendiratta is an Executive in Residence at the University of Surrey and a Visiting Professor at Cranfield University in
the United Kingdom, as well as a published author and a regular commentator on international media. Earlier in her career, Ms. Mendiratta
served as a Project Director at The Added-Value Group from 2000 to 2002, as a Marketing Manager at The Coca-Cola Company from 1998 to
2000, and in senior marketing and communications roles at Unilever in South Africa and Malawi from 1991 to 1998. She began her career
at IBM Canada in 1990. Ms. Mendiratta was awarded a master’s degree in marketing with honors in 1994 and a bachelor of arts degree
from McMaster University in Canada in 1989, and completed the Global Business Leadership program at Harvard University in 2020.
Wesley
T. Davis will commence serving as a member of the Board of STWI, immediately after the Closing. Mr. Davis has also served as an Independent
Member of the Supervisory Board of TEG SPV, since April 2026. Mr. Davis is a finance professional with over 30 years of experience in
emerging and frontier markets, spanning investment banking, project finance and operating company roles. Since June 2025, Mr. Davis has
served as a Senior Advisor for Capital Formation at Buenassa, where he is responsible for funding solutions for the group’s critical
minerals trading and refinery development operations in the Democratic Republic of Congo. From 2020 to 2025, Mr. Davis served as a Senior
Managing Director at Delphos Ltd in London, advising governments and state-owned enterprises in Central Asia and Africa on infrastructure
and climate transition financing. From 2020 to 2023, Mr. Davis served as a member of the Supervisory Board of Ipoteka Bank in Uzbekistan,
where he chaired the Corporate Governance Committee and took part in the country’s only privatisation of a state-owned bank. From
2017 to 2021, he served as Finance Director of APQ Global, a company listed on the AIM market of the London Stock Exchange, and from
2014 to 2017 as Senior Vice President for Finance at Aiteo Group in Lagos. From 2009 to 2016, Mr. Davis was a member of the Board of
Directors of Asia Pacific Investment Partners in London and Ulaanbaatar. Earlier in his career, Mr. Davis held senior capital markets
positions at Renaissance Capital, HSBC Bank plc, Merrill Lynch, Deutsche Bank and Chase Manhattan Bank in London and New York. Mr. Davis
was awarded an MBA from Arizona State University and a master’s degree in international management from the American Graduate School
of International Management in 1993, and a bachelor’s degree in economics from the University of Florida in 1988.
Marc
Kasher will commence serving as a member of the Board of STWI, immediately after the Closing. Mr. Kasher has also served as an Independent
Member of the Supervisory Board of TEG SPV, since June 2026. Mr. Kasher has more than 25 years of investment and private equity experience,
together with an extensive record of service as an independent director of listed companies and sovereign institutions. From 2021 to
2024, Mr. Kasher served as an Independent Director and Chairman of the Audit Committee of Noventiq, a global digital transformation and
cybersecurity provider listed on the London Stock Exchange. From 2020 to 2023, he served as an Independent Director of Kazatomprom, the
world’s largest producer of natural uranium, where he chaired the Nominating and Remuneration Committee and was a member of the
Audit, Strategic Investments, and Health and Safety committees. From 2018 to 2021, Mr. Kasher served as an Independent Director of the
National Investment Corporation, a sovereign wealth fund of the National Bank of Kazakhstan, chairing both its Audit and Remuneration
committees. From 2013 to 2019, he served as an Independent Director of Luxoft, a digital services company listed on the New York Stock
Exchange, where he chaired the Audit, M&A and Compensation committees and structured eleven strategic acquisitions ahead of the company’s
$2 billion sale to DXC Technology. From 1997 to 2015, Mr. Kasher served as a Managing Director of PineBridge Investments (formerly AIG
Global Investments), including as Chief Executive Officer of its Eurasia private equity practice from 2010 to 2015. Earlier in his career,
from 1992 to 1995, he worked on privatization programs in Uzbekistan, Kyrgyzstan, Ukraine and Russia in cooperation with USAID. Mr. Kasher
was awarded an MBA with a concentration in finance from Georgetown University and a bachelor of arts degree from Tufts University.
Richard
Sharko will commence serving as a member of the Board, immediately after the Closing. Mr. Sharko has also served as an Independent Member
of the Supervisory Board of TEG SPV, since June 2026. Mr. Sharko has over 40 years of international experience in finance, accounting,
auditing and risk management, including service on the boards of listed companies, financial institutions and standard-setting bodies.
Since December 2022, Mr. Sharko has served as a Board Member of Solidcore Resources plc in Astana, where he chairs the Remuneration Committee
and is a member of the Audit Committee. From 2022 to 2024, he served as a Board Member and Chairman of the Audit Committee of AikGroup
(CY) Ltd, a bank holding company based in Limassol. From 2015 to 2020, Mr. Sharko served as a Board Member of the International Auditing
and Assurance Standards Board in New York, where he chaired the ISA 540 Revised Task Force and the IAASB–IASB liaison working group.
Mr. Sharko spent his executive career with PwC, which he joined in 1983 and where he served as a Partner from 1994 onwards in Vladivostok,
Moscow, London and Amsterdam. During his tenure he served as Chief Risk Officer and Management Board member of PwC Central and Eastern
Europe from 2013 to 2015, as Chief Accountant of the CEE region responsible for IFRS technical matters from 2006 to 2013, as a member
of the PwC Global IFRS Leadership team, and as a member of the PwC Global Network Governance Board from 2009 to 2013. Mr. Sharko was
awarded a bachelor of science degree in accounting from Loyola Marymount University in Los Angeles in 1983 and is a Certified Public
Accountant (retired) of the State of California.
Involvement
in Certain Legal Proceedings
To
the best of our knowledge, none of our directors or executive officers has been convicted in a criminal proceeding, excluding traffic
violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past ten years that
resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal
or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without
sanction or settlement. Except as set forth in our discussion in “Related Party Transactions,” none of our directors, director
nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates
or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.
Risk
Oversight
In
its governance role, the Board is responsible for ensuring that appropriate risk management policies and procedures are in place to protect
the Company’s assets and business. The Board has oversight responsibility for our risk management processes and programs and executive
management is responsible for the day-to-day evaluation and management of risks to the Company.
Committees
of the Board
Following
the Share Exchange Transaction, the Company plans to establish two standing committees of the Board — an Audit Committee and a
Nominating and Compensation Committee. Each committee will have the composition and responsibilities described below. Each committee
is expected to operate under a written charter to be adopted by the Board. Our Board may from time to time establish other committees
as and when required to facilitate the management of our business.
Audit
Committee
The
Audit Committee will assist the Board in overseeing our accounting and financial reporting processes and the audits of our financial
statements. The Audit Committee’s responsibilities will include, among other matters: appointing, approving the compensation of,
and assessing the independence of our registered public accounting firm; overseeing the work of our registered public accounting firm,
including through the receipt and consideration of reports from such firm; reviewing and discussing with management and the registered
public accounting firm our annual and quarterly financial statements and related disclosures; coordinating the Board’s oversight
of our internal control over financial reporting, disclosure controls and procedures; discussing our risk management policies; meeting
independently with our registered public accounting firm and management; reviewing and approving or ratifying any related person transactions;
and preparing the Audit Committee report required by the SEC, to the extent required.
The
members of our Audit Committee will be Richard Sharko, Wesley Davis, and Anita Mendiratta, and Richard Sharko will serve as chairperson
of this committee. Our Board will determine whether any member of the Audit Committee qualifies as an “audit committee financial
expert” as defined by the rules and regulations of the SEC.
Nominating
and Compensation Committee
The
Nominating and Compensation Committee will assist the Board in overseeing matters relating to the nomination of directors, corporate
governance and executive and director compensation. The Nominating and Compensation Committee’s responsibilities will include,
among other matters: reviewing the composition of and evaluating the performance of the Board; recommending persons for election to the
Board; reviewing the composition of the committees of the Board and recommending persons to serve as members of such committees; reviewing
and maintaining compliance of committee membership with applicable regulatory requirements; reviewing potential conflicts of interest
of members of the Board and our executive officers; reviewing and approving, or recommending for approval by the Board, the compensation
of our Chief Executive Officer and other executive officers; overseeing and administering our cash and equity incentive plans; and reviewing
and making recommendations to the Board with respect to director compensation.
The
members of our Nominating and Compensation Committee will be Marc Kasher, Wesley Davis, and Anita Mendiratta, and Marc Kasher will serve
as chairperson of this committee.
Compliance
with Section 16(a) of the Exchange Act
Section 16(a) of
the Exchange Act requires our officers, directors and persons who beneficially own more than 10% of our Common Stock to file reports
of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms
they file. To the Company’s knowledge, during the year ended September 30, 2025, there were no delinquent filers.
EXECUTIVE
COMPENSATION
STWI
Current Executive Compensation
The
following summary compensation table sets forth all compensation awarded to, earned by, or paid to STWI named executive officers and
directors during the fiscal year ended September 30, 2025 and until the date of this Information Statement in all capacities for the
accounts of such persons:
Summary
Compensation Table
| Name and Principal Position | |
Period | |
Salary
($) | | |
Bonus
($) | | |
Stock
Awards
($) | | |
Option
Awards
($) | | |
Non-Equity
Incentive Plan
Compensation
($) | | |
All Other
Compensation
($) | | |
Total
($) | |
| Victor Balan (Director, President, Secretary, Treasurer and Chief Executive Officer) | |
Since inception July 3, 2023 till June 5, 2026 | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | |
| Marcelo Ramon Alarcon Martinez (Director) | |
Since November 21, 2024 till June 5, 2026 | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | |
| Anna Toczko (Director) | |
Since November 21, 2024 till June 5, 2026 | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | |
| Elmurod Sopiev (Chief Executive Officer) | |
Since June 5, 2026 till the date of this Information Statement | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | |
| Temur Zokirov (Chairman of the Board, Chief Financial Officer and Secretary) | |
Since June 5, 2026 till the date of this Information Statement | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | |
| Bahtiyor Kadirov (Director) | |
Since June 5, 2026 till the date of this Information Statement | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | |
| Elina Davidyan (Director) | |
Since June 5, 2026 till the date of this Information Statement | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | |
There
are no current employment agreements between STWI and its officers. They have agreed to work with no remuneration until such time as
STWI receives sufficient revenues necessary to provide management salaries. At this time, STWI cannot accurately estimate when sufficient
revenues will occur to implement this compensation, or what the amount of the compensation will be.
Executive
Compensation Following the Share Exchange Transaction
Following
the Share Exchange Transaction, the compensation of STWI’s directors will be determined by the Board of Directors in accordance
with applicable compensation policies and arrangements. Any such compensation arrangements will be disclosed as required by applicable
SEC rules.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
It
is STWI’s practice and policy to comply with all applicable laws, rules and regulations regarding related person transactions,
including the Sarbanes-Oxley Act of 2002. A related person is an executive officer, director or more than 5% stockholder of STWI, including
any immediate family members, and any entity owned or controlled by such persons. STWI’s Board of Directors (excluding any interested
director) is charged with reviewing and approving all related-person transactions, and a special committee of Board of Directors is established
to negotiate the terms of such transactions. In considering related-person transactions, Board of Directors considers all relevant available
facts and circumstances.
Related
Party Transactions
To
support the Company’s financial needs, it may receive advances from related parties until it can sustain its operations or secure
sufficient funding through the sale of its equity or traditional debt financing.
On
June 30, 2026, the Company entered into a share subscription agreement (the “June 2026 Share Subscription Agreement”) with
Jakhongir Abidovich Artikkhodjaev, for the purchase of 1,000,000 shares of the Company’s common stock at an aggregate purchase
price of $250,000. On the same date, the Company received $44,500 toward the purchase price, which was recorded as a deposit for common
stock. On July 17, 2026, upon receipt of the remaining $205,500 of the aggregate purchase price, the Company issued and sold 1,000,000
shares of its common stock to Jakhongir Abidovich Artikkhodjaev pursuant to the June 2026 Share Subscription Agreement.
Related
Party Loan
On
November 25, 2024, the Company entered into a Loan Agreement with Victor Balan, who served as the Company’s President, Director,
Treasurer, Secretary, and CEO. Under this agreement, Mr. Balan agreed to provide the Company with a non-interest-bearing, fully secured
loan in the amount of $200,000. This loan replaced the debt previously assigned to him by the former officer and director of the Company.
On April 1, 2025, the loan agreement was amended, increasing the facility amount to $350,000. The loan was for working capital purposes,
was interest-free, and had no fixed payment terms other than the maturity date of March 31, 2030. As of June 30, 2026, the outstanding
balance owed by the Company to Victor Balan under the amended loan agreement was $0, following the execution of the Share Subscription
Agreement on June 5, 2026 which required the payment of the related party loan.
On
July 4, 2023, STWI entered into an interest-free loan agreement with Yuliia Zaporozhan, STWI’s former Chief Executive Officer and
former director. According to this agreement, Ms. Zaporozhan provided financial support to STWI, as needed, up to a total of $90,000
over the period of five years. On November 22, 2024, Agreement on the Assignment of Rights was executed between STWI, Viktor Balan, and
Yulia Zaporozhan. Viktor Balan, who at that time served as STWI’s Director and Treasurer (and subsequently assumed the roles of
President, Secretary, and CEO following Yulia Zaporozhan’s departure), paid Yulia Zaporozhan $136,050, representing the full outstanding
balance of the debt owed by STWI to Yulia Zaporozhan. In consideration for this payment, Yulia Zaporozhan irrevocably assigned, transferred,
and set over to Viktor Balan all of Yulia Zaporozhan’s right, and title to the debt. This assignment effectively transferred the
debt obligation from Yulia Zaporozhan to Viktor Balan.
As
of June 30, 2026, the outstanding balance owed by the Company to Victor Balan under the amended loan agreement was $0. The related party
loan was repaid in full pursuant to the Share Subscription Agreement dated June 5, 2026, which required the settlement of the outstanding
loan balance.
WHERE
YOU CAN OBTAIN ADDITIONAL INFORMATION
The
Company is subject to the informational requirements of the Exchange Act, and in accordance therewith files reports, proxy statements
and other information including annual and quarterly reports on Forms 10-K and 10-Q, respectively, with the SEC. Copies of such material
can be obtained on the SEC’s website (http://www.sec.gov) that contains the filings of issuers with the SEC through the EDGAR system.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this information statement on Schedule 14f-1
to be signed on its behalf by the undersigned hereunto duly authorized.
| STAGEWISE STRATEGIES CORP. |
| |
|
| Dated: October 1, 2026 |
|
| |
|
|
| By: |
/s/
Temur Zokirov |
|
| |
Temur
Zokirov |
|
| |
Chief
Financial Officer |
|
