StageWise Strategies director holds about 31.14%

The exchange issued 183,098,434 common shares, including 58,591,499 to director Irodakhon Abduvakhitova.

Rhea-AI Filing Summary

StageWise Strategies Corp. (STWI) completed a share exchange on October 13, 2026, acquiring 99.99999012% of TEG SPV, LLC’s membership interests from Irodakhon Abduvakhitova and Tourism and Entertainment Group LLC for an aggregate 183,098,434 shares of StageWise common stock. The shares included 58,591,499 issued to Abduvakhitova and 124,506,935 issued to Tourism and Entertainment Group LLC.

Abduvakhitova is identified as a director and principal shareholder. She beneficially owned 58,591,499 shares, approximately 31.14% of the issuer’s common stock outstanding, based on 188,142,768 shares outstanding as of October 13, 2026.

1 point · 1 major

PositiveiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 0 points

How the balance works

Positive

• Major pointStageWise acquired 99.99999012% of TEG SPV membership interests.

Negative

• None.

Key Figures

Aggregate exchange shares: 183,098,434 shares TEG SPV membership interests acquired: 99.99999012% Shares issued to Irodakhon Abduvakhitova: 58,591,499 shares +3 more

6 metrics

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

TEG SPV membership interests acquired 99.99999012% Share exchange completed October 13, 2026

Shares issued to Irodakhon Abduvakhitova 58,591,499 shares Share exchange completed October 13, 2026

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

Abduvakhitova beneficial ownership Approximately 31.14% Issuer common stock outstanding

Common shares outstanding 188,142,768 shares As of October 13, 2026

Key Terms

Share Exchange Transaction, beneficial ownership, Sole Voting Power, Sole Dispositive Power, +1 more

5 terms

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.

beneficial ownership regulatory

"aggregate percentage of beneficial ownership is approximately 31.14%"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Sole Voting Power regulatory

"Sole Voting Power 58,591,499.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power regulatory

"Sole Dispositive Power 58,591,499.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

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.

FAQ

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

How many STWI shares did Irodakhon Abduvakhitova receive?

Irodakhon Abduvakhitova received 58,591,499 shares of common stock in the October 13, 2026 share exchange. She is identified as a director and principal shareholder of StageWise Strategies Corp.

What did StageWise acquire in the STWI share exchange?

StageWise Strategies Corp. acquired 99.99999012% of TEG SPV, LLC’s membership interests from Irodakhon Abduvakhitova and Tourism and Entertainment Group LLC in exchange for 183,098,434 common shares.

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

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Available on EDGAR 10/20/2026 - 05:00 PM EDT Accepted by SEC EDGAR 10/20/2026 - 05:00 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

TEG OVERSEAS

(Name of Issuer)

Common Stock

(Title of Class of Securities)

85254A101

(CUSIP Number)

Irodakhon Abduvakhitova
13 Eshon Bobokhon Street,, Shaykhantakhur District,
Tashkent, 2K, 100169
998 97 746 88 80

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/13/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 85254A101

1

Name of reporting person

Irodakhon Abduvakhitova

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UZBEKISTAN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 58,591,499.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 58,591,499.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

58,591,499.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.14 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: TEG OVERSEAS
(c)	Address of Issuer's Principal Executive Offices: 64/2 Mahtumquli Street, Yashnobod District, Tashkent, UZBEKISTAN , 100000.
Item 2.	Identity and Background
(a)	Irodakhon Abduvakhitova (the "Reporting Person").
(b)	13 Eshon Bobokhon Street, Shaykhantakhur District, Tashkent 100169 Uzbekistan
(c)	The Reporting Person is a director and principal shareholder of the Issuer, and was a principal shareholder of TEG SPV, LLC, a Uzbekistan limited liability company prior to the Share Exchange Transaction (as defined below).
(d)	During the last five years, the Reporting Person has not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Person has not been a party to a civil proceeding before a judicial or administrative body of competent jurisdiction that resulted in such person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a citizen of Uzbekistan.
Item 3.	Source and Amount of Funds or Other Consideration
	To the extent required by Item 3, the information contained in Item 4 is incorporated herein by reference.
Item 4.	Purpose of Transaction
	On October 6, 2026, the Reporting Person, entered into a Share Exchange Agreement with the Issuer, Tourism and Entertainment Group LLC, a limited liability company organized under the laws of the Republic of Uzbekistan and in which Mr. Artikkhodjaev holds over 99% ownership interest ("TEG LLC" and together with the Reporting Person, the "Sellers"), TEG SPV, LLC, a limited liability company organized under the laws of the Republic of Uzbekistan ("TEG SPV"). Pursuant to the agreement, the Issuer 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 the Issuer common stock (the "Exchange Shares"), 124,506,935 of which Exchange Shares were to be issued to TEG LLC; 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. Except as otherwise described in this Schedule 13D, the Reporting Person currently has no plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board except as may be required for the Issuer to comply with exchange listing requirements with respect to the number of independent directors; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any changes in the Issuer's charter or by-laws or other actions which may impede the acquisition or control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to those enumerated above.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth in the facing pages of this Schedule 13D with respect to the beneficial ownership of the Reporting Person is incorporated by reference into this Item 5. The Reporting Person's aggregate percentage of beneficial ownership is approximately 31.14% of the Issuer's shares of common stock issued and outstanding, based on 188,142,768 shares of common stock issued and outstanding as of October 13, 2026.
(b)	The number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
(c)	Except for the transactions described in Item 4 of this Schedule 13D, the Reporting Person has not engaged in any transaction during the past 60 days involving the shares of common stock of the Issuer.
(d)	To the best knowledge of the Reporting Person, no one other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the shares of common stock reported herein as beneficially owned by the Reporting Person.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 of this Schedule 13D is incorporated herein by reference. Except as described in this Item 6 and otherwise described in this Schedule 13D, the Reporting Person has not entered into any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to the shares of common stock of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibits Share Exchange Agreement, dated as of October 6, 2026, by and between the Reporting Person, Stagewise Strategies Corp., TEG SPV LLC and Tourism and Entertainment Group LLC. (Incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed with the SEC on October 8, 2026)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Irodakhon Abduvakhitova

Signature:	/s/ Irodakhon Abduvakhitova
Name/Title:	Irodakhon Abduvakhitova, Individual
Date:	10/20/2026