StageWise Strategies Becomes TEG Overseas After Uzbek Hotel Deal

What happened

StageWise Strategies Corp. (OTC: STWI) closed a share exchange on October 13, 2026, according to an 8-K filed with the SEC on October 14, 2026. The company acquired 99.99999012% of the participatory interests in TEG SPV LLC, an Uzbek limited liability company, from sellers Tourism and Entertainment Group LLC (TEG Parent) and Irodakhon Abduvakhitova.

In exchange, StageWise issued 183,098,434 shares of common stock: 124,506,935 to TEG Parent and 58,591,499 to Abduvakhitova. The filing says those shares represent approximately 97.3% of the company based on 188,142,768 shares outstanding immediately after the exchange. TEG Parent now owns about 68.30% of the company and Abduvakhitova about 31.14%.

The company changed its name to TEG Overseas, Inc. upon closing. It said the hotel, hospitality and exhibition business of TEG SPV and its operating subsidiaries became its principal business, though it intends to keep its existing search engine optimization (SEO) business.

TEG SPV holds all participatory interests in AKFA Dream World LLC, which owns and operates the Hilton Tashkent in Tashkent, Uzbekistan; Cultural Landmark Hotel LLC, which owns and operates a Wyndham-branded hotel in Bukhara, Uzbekistan; and CAEX LLC, which owns and operates the Central Asian Expo exhibition center in Tashkent.

The waiver of the financing condition

The share exchange agreement required the company to close on financing raising at least $18,000,000 substantially concurrently with the closing. On October 13, 2026, all parties agreed in writing to waive that condition, so it did not have to be satisfied for the deal to close.

The filing does not say why the parties waived the financing condition, and it does not state whether any portion of the $18,000,000 was ultimately raised.

Registration in Uzbekistan is still pending

The filing states that, under mandatory Uzbek law, the transfer of the participatory interests to StageWise does not become effective in Uzbekistan until a record is entered in the country's unified state register of legal entities listing the company as a participant of TEG SPV. That entry is expected no later than October 16, 2026, a date the filing calls the Registration Date.

The parties agreed to take the actions required under Uzbek law to cause the registration as promptly as practicable, including notarizing and filing local transfer instruments and required notices. Wellmore LLC, a wholly owned subsidiary of TEG Parent, retains 0.00000988% of TEG SPV to comply with Uzbek regulatory requirements.

Related-party aspects of the transaction

Jakhongir Abidovich Artikkhodjaev, described in the filing as the company's controlling stockholder before the share exchange, owns approximately 99.93% of TEG Parent and indirectly about 67.95% of TEG SPV. As required by the agreement, he transferred all shares he held of record to TEG Parent before the closing.

Abduvakhitova, who sold participatory interests in TEG SPV and received 58,591,499 shares, is Artikkhodjaev's daughter and was appointed a director of the company after closing. The filing also says each of the company's executive officers and directors before the share exchange is an officer or employee of TEG SPV or its affiliates.

What this means

A Form 8-K is the current report a US-listed company files with the SEC when certain specified events occur between its quarterly and annual reports. The item numbers in this filing map to the events: Item 2.01 for completing an acquisition or disposition of assets, Item 3.02 for an unregistered sale of equity, Item 5.01 for a change in control, Item 5.02 for a change in directors or officers, Item 5.03 for an amended charter or bylaws, and Item 9.01 for the financial statements filed as exhibits.

This was a reverse takeover, a structure common among small public companies. StageWise, a Nevada corporation incorporated in July 2023, was the public shell-like vehicle. Shareholders of the private operating business, TEG SPV, received new StageWise shares in exchange for their equity. Because they received roughly 97.3% of the shares, they ended up controlling the public company, and the public company's business changed from SEO subscription services to Uzbek hospitality and exhibitions. The filing states that StageWise was not, and immediately before the closing was not, a shell company as defined in SEC Rule 12b-2, because the SEO business generated $95,409 of revenue in fiscal 2025 and $9,007 in fiscal 2024.

A "participatory interest" is the ownership unit in a limited liability company, the equivalent of a share of stock in a corporation. The number 99.99999012% matters because Uzbekistan requires at least two owners in certain entities, which is why Wellmore LLC keeps a token sliver.

The 183,098,434 newly issued shares are significant relative to the prior share count: after the exchange the company reported 188,142,768 shares outstanding, meaning almost all of the shares now outstanding were created for this deal. The filing says the issuance was unregistered (Item 3.02), meaning the shares were sold without registration under the Securities Act, relying on an exemption such as the private placement exemption.

The filing does not say why the deal was structured this way, why the $18,000,000 financing was waived, or whether the company will pursue replacement financing. Those questions are not answered by the source document.

The filing also discloses that the company guarantees a related party's $100 million term facility with Halyk Bank of Kazakhstan and lists collection of amounts due from related parties as a risk factor. It gives no further detail on those obligations in the excerpt reviewed.

What's next procedurally

The company must complete the Uzbek registration entry to formally own the participatory interests it paid for, a step it expects by October 16, 2026. The 8-K also states that financial statements and pro forma financial information required by Item 9.01 are filed as exhibits 99.1 through 99.5.

The filing notes the company's shares are quoted on the OTCID Basic Market and that it is using commercially reasonable efforts to reinstate quotation on the OTCQB. It adds that there is no assurance OTC Markets will approve that application or that the company will meet OTCQB requirements.