$STWI · StageWise Strategies Corp.
StageWise Strategies Corp. (STWI) entered into a Share Exchange Agreement on October 6, 2026 to acquire 99.99999012% of TEG SPV LLC, a Uzbekistan-based entity, from Tourism and Entertainment Group LLC and an individual seller. STWI will issue 183,098,434 shares of Common Stock — representing approximately 97.3% of post-closing shares outstanding — in a transaction structured as a reverse merger. Closing is subject to conditions including a minimum $18,000,000 Concurrent Financing and Uzbek regulatory registration.
- StageWise will issue 183,098,434 shares to acquire 99.99999012% of TEG SPV, a Uzbekistan-based entity.
- The Exchange Shares will represent approximately 97.3% of post-closing outstanding Common Stock, making this a reverse merger.
- Closing is conditioned on a Concurrent Financing raising at least $18,000,000 in gross proceeds.
- The Outside Date for closing is December 31, 2026; either party may terminate if not closed by then.
- Indemnification claims are subject to a $900,000 deductible, $25,000 per-claim minimum, and a $9,000,000 aggregate cap.
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A Nevada shell company is being taken over by a Uzbekistan-based operating entity in a reverse merger that will massively dilute existing shareholders to ~2.7% ownership, with closing hinging on an $8
This is a reverse merger where a Uzbekistan-based tourism/entertainment operating company (TEG SPV) gains U.S. public-company status through a Nevada shell. The structure mirrors other emerging-market companies accessing OTC Markets via reverse takeovers.
The transfer of Participatory Interests requires registration under Uzbek law; failure to obtain registration would trigger an unwind of the entire transaction. The deal is also contingent on a minimum $18M Concurrent Financing that has not yet closed.
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