StageWise Strategies Corp: enters share exchange to acquire TEG SPV

What happened

• StageWise Strategies Corp (STWI) filed an 8-K reporting that on Oct 6, 2026 it entered into a Share Exchange Agreement to acquire 99.99999012% of the participatory interests in TEG SPV LLC (TEG SPV) in exchange for 183,098,434 shares of common stock.
• The Exchange Shares are to be issued as 124,506,935 shares to Tourism and Entertainment Group LLC (TEG Parent) and 58,591,499 shares to Irodakhon Abduvakhitova; the Exchange Shares are expected to represent approximately 97.3% of STWI’s outstanding common stock based on 188,142,768 shares outstanding immediately after the exchange.
• The transfer becomes effective under Uzbek law upon entry in the unified state register of legal entities of the Republic of Uzbekistan (the “Registration Date”), expected a few days after the closing.

Key details

• Closing conditions include expiration of the 20-day period after mailing the Information Statement and the 10-day period following transmittal of the Rule 14f-1 information statement, receipt and maintenance of required antimonopoly and governmental approvals (antimonopoly clearance obtained), and consummation of a concurrent financing with gross proceeds to STWI of not less than $18,000,000.
• The Share Exchange Agreement may be terminated for specified reasons, including if the Closing does not occur by Dec 31, 2026 (Outside Date), or if Uzbek registration is finally refused after Closing and not cured within 20 business days.
• Indemnification provisions: deductible of $900,000, per-claim minimum of $25,000, aggregate cap on general representation claims of $9,000,000, aggregate cap on certain fundamental and tax representations of $18,000,000, and no deductible or cap for fraud or willful misconduct. Exchange Shares will be issued as restricted securities in reliance on Section 4(a)(2) of the Securities Act.

Why it may matter

• Item reported: Item 1.01 — entry into a material definitive agreement. The filing covers the terms of the Share Exchange Agreement, closing conditions, termination rights, representations and warranties, covenants, and indemnification terms.
• The filing does not show why the company acted.