StageWise Strategies Corp: completes share exchange, TEG SPV becomes subsidiary

What happened

• The company reported that on Oct 13, 2026 a closing was held at which the share exchange contemplated by the Oct 8, 2026 share exchange agreement was consummated. The company issued an aggregate of 183,098,434 shares of common stock to the sellers in exchange for 99.99999012% of the participatory interests in TEG SPV. The Exchange Shares include 124,506,935 shares issued to Tourism and Entertainment Group LLC and 58,591,499 shares issued to the individual seller. The Exchange Shares represent approximately 97.3% of the company based on 188,142,768 shares outstanding immediately after the exchange.
• The filing states TEG SPV became a subsidiary of the company and the business of TEG SPV and its operating subsidiaries became the principal business of the company. The company changed its name to TEG Overseas, Inc., effective Oct 12, 2026, and the transfer of the participatory interests under Uzbek law is expected to be reflected in the unified state register no later than Oct 16, 2026.
• The parties agreed in writing on Oct 13, 2026 to waive the condition requiring the company to close financing of at least $18,000,000 substantially concurrently with the closing.

Key details

• 183,098,434 shares of common stock issued in the share exchange; 188,142,768 shares outstanding following the exchange (approx 97.3% issued to sellers).
• Post-closing ownership: TEG Parent holds approximately 68.30% of outstanding common stock and the individual seller holds approximately 31.14%; Wellmore LLC retains 0.00000988% of TEG SPV participatory interests for Uzbek regulatory compliance.
• Change in control occurred on the Oct 13, 2026 closing date; prior controlling stockholder transferred his shares to TEG Parent before closing.
• Director changes to occur as of the registration date: Temur Zokirov, Bahtiyor Kadirov and Elina Davidyan will resign as board members; Anita Mendiratta, Wesley T. Davis, Marc William Kasher, Richard Nolan Sharko and Irodakhon Abduvakhitova will commence service, with Ms. Mendiratta as chair. The board expects to set committees and change fiscal year end to Dec 31 to align with the accounting acquirer.

Why it may matter

• Item 2.01: completion of acquisition or disposition of assets (share exchange) — describes the closing, shares issued, and that TEG SPV became a subsidiary.
• Item 3.02: unregistered sales of equity securities — the share issuance to the sellers is incorporated by reference.
• Item 5.01: changes in control of registrant — reports that a change in control occurred on the closing date and summarizes post-closing ownership percentages.
• Item 5.02: departure of directors and election of directors — lists resignations and new director appointments effective as of the registration date.
• Item 5.03: amendments to articles of incorporation or bylaws — reports the corporate name change to TEG Overseas, Inc. A filing does not show why the insider traded or why the company acted.