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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):\nOctober 14, 2026 (October 13, 2026)

TEG OVERSEAS, INC.

(Exact name of registrant as specified in its charter)

\n \n \n \n \n \n \n \n \n \n \n \n \n

Nevada		333-275731		61-2108075
(State or Other Jurisdiction of \n Incorporation or Organization)		Commission File Number		(I.R.S. Employer \nIdentification Number)

64/2 Mahtumquili Street

Yashnobod District 100000

Tashkent City, Republic of Uzbekistan

Tel: +1-347-799-7109

(Address, including Zip Code,\nand Telephone Number,

including Area Code, of Registrant’s Principal\nExecutive Office)

STAGEWISE STRATEGIES CORP.

(Former name or former address, if changed since\nlast report.)

Check the appropriate box below if the Form 8-K\nfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b)\nof the Act:

\n \n \n \n \n \n \n \n \n \n \n \n \n

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant\nis an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the\nSecurities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging company, indicate by check mark\nif the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards\nprovided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01 Completion of Acquisition or Disposition\nof Assets.

Closing of Share Exchange Transaction

据StageWise Strategies Corp.（一家内华达州公司（“公司”、“我们”、“我们”、“我们的”或“STWI”（在股份交换完成前））向证券交易委员会（“SEC”）提交的8-K表格当前报告中所述，公司与TEG SPV LLC（一家根据乌兹别克斯坦共和国法律成立的有限责任公司（“TEG SPV”））、旅游与娱乐集团有限责任公司（一家根据乌兹别克斯坦共和国法律成立的有限责任公司，持有TEG SPV注册资本中67.99999012%的参与权益（“TEG Parent”））以及伊罗达赫翁·阿布杜瓦希托娃女士（一位个人，持有TEG SPV注册资本中32.00000000%的参与权益（“个人卖方”）和TEG Parent（“卖方”）之间签署了一份股份交换协议（“股份交换协议”）。8-K表格中详细列出了股份交换协议的摘要，包括但不限于股份交换协议的重要条款。

交割。根据股份交换协议，2026年10月13日（“交割日”）举行了交割（“交割”），在该交割中，根据股份交换协议的条款和条件（“股份交换”）所设想的交易得以完成，公司从卖方处获得了TEG SPV注册资本中99.99999012%的参与权益（“参与权益”），作为交换，公司向卖方发行了总计183,098,434股普通股（“交换股”），其中124,506,935股发行给TEG Parent，58,591,499股发行给个人卖方（“股份交换”）。根据股份交换后公司已发行和流通的188,142,768股普通股计算，交换股约占公司股份的97.3%。Wellmore LLC（一家根据乌兹别克斯坦共和国法律成立的有限责任公司，是TEG Parent的全资子公司（“Wellmore”））继续持有TEG SPV中剩余的0.00000988%的参与权益，以符合乌兹别克斯坦的监管要求。由于股份交换，TEG SPV成为公司的子公司，TEG SPV及其运营子公司的业务成为公司的主要业务。

尽管在2026年10月13日完成了股份交换交易，但根据乌兹别克斯坦共和国的强制性法律，根据乌兹别克斯坦法律，向公司的参与权益转让将不会生效，且公司不会被视作根据乌兹别克斯坦法律正式获得参与权益的所有权，直到在统一的国家法人登记册中记录了相应的记录，该登记册反映了公司将作为TEG SPV的参与者，预计将在2026年10月16日或之前完成（该记录的日期称为“登记日期”）。各方同意根据乌兹别克斯坦法律采取所有必要行动，以在交易完成后尽快促成登记日期的发生，包括公证和提交当地的转让文件和必要的通知。

同时融资的放弃。股份交换协议第七条包含某些条件，这些条件要么是为进行股份交换交易而必须满足的条件，要么在法律允许的情况下可以由股份交换协议的所有方放弃。尽管股份交换协议中包含一项条件，即公司需在与股份交换交易同时进行的融资中筹集至少1800万美元（“同时融资条件”），但2026年10月13日，股份交换协议的所有方均书面同意放弃同时融资条件，因此该条件不再需要满足即可完成股份交换交易。

关联方。 在股份交换之前，该公司控股股东Jakhongir Abidovich Artikkhodjaev拥有TEG Parent约99.93%的参与权益，并且间接拥有TEG SPV约67.95%的参与权益。个人卖方是Artikkhodjaev先生的女儿。根据股份交换协议的要求，在交割日前，Artikkhodjaev先生已将其名下记录的全部普通股股份转让给了TEG Parent。交割后，TEG Parent拥有公司约68.30%的已发行普通股。此外，个人卖方Irodakhon Abduvakhitova女士，她也已被任命为公司的董事，在交割后拥有公司约31.14%的已发行普通股。公司交割前的每位执行官和每位董事同时也是TEG SPV或其关联公司的官员或员工。

名称变更：在股份交换交易完成后，公司的名称变更为TEG Overseas, Inc. 本8-K表格的当前报告中使用的“公司”、“我们”、“我们”、“我们的”等术语也指StageWise Strategies Corp，在其名称变更为TEG Overseas, Inc.之后，以及TEG SPV已成为公司的实质全资子公司。

收购资产的描述。TEG SPV，在股份交换交易后成为公司的子公司，直接持有每家AKFA Dream World LLC（“ADW”）、Cultural Landmark Hotel LLC（“CLH”）和CAEX LLC（“CAEX”）在注册资本中的全部参与权益，每家均为根据乌兹别克斯坦共和国法律成立的有限责任公司（统称为“运营子公司”）。ADW拥有并经营位于乌兹别克斯坦塔什干的喜来登塔什干酒店；CLH拥有并经营位于乌兹别克斯坦布哈拉的温德姆品牌酒店（“温德姆布哈拉”）；CAEX拥有并经营中亚博览会，这是一个位于乌兹别克斯坦塔什干的展览中心。公司计划在股份交换交易后继续经营这些物业，并将继续其现有的搜索引擎优化业务。有关公司收购的业务和资产的更详细说明，请参见本8-K表格当前报告中第5页开始的“业务描述”部分。

公司在股份交换交易完成前，并非根据《交易法》第12b-2条定义的空壳公司。公司是一家从事提供搜索引擎优化解决方案的运营公司，其截至2025年9月30日和2024年9月30日的财年收入分别为95,409美元和9,007美元，如其截至2025年9月30日财年的年度报告10-K表格所反映的那样，该报告已修订。因此，根据8-K表格第2.01(f)项（10号表格信息）描述的信息无需包含在本当前报告中；不过，公司自愿提供此类信息，以全面披露公司收购的业务和资产。

根据与股份交换交易相关的8-K表格第9.01项要求的财务报表和预测财务信息，已作为本8-K表格当前报告的附录99.1、99.2、99.3、99.4和99.5提交。

10号表格信息

本当前报告包含根据适用联邦证券法定义的“前瞻性声明”。前瞻性声明提供了我们管理层对未来的当前预期或预测，特别是与公司相关的未来事件。前瞻性声明包括关于我们的预期、信念、计划、目标、意图、假设以及其他非历史事实的声明。词语“预期”、“相信”、“继续”、“可能”、“估计”、“期望”、“打算”、“可以”、“可能”、“计划”、“可能”、“潜力”、“预测”、“项目”、“应该”、“会”以及类似表达可能用于识别前瞻性声明，但这些词语的缺失并不意味着该声明不是前瞻性声明。本当前报告中的前瞻性声明包括但不限于以下内容：

\n\n

●

公司在乌兹别克斯坦的酒店、酒店服务和展览服务的市场；

\n\n

●

公司的扩展和其他计划和机会，包括酒店和展览中心物业的开发、收购、翻新和管理；

\n\n

●

公司的未来财务和运营结果，包括收入、利润、支出、入住率、平均每日房价、现金余额和其他财务和运营项目；

\n\n

●

乌兹别克斯坦当前和未来的经济和政治状况；

\n\n

●

乌兹别克斯坦旅游业整体以及酒店和餐饮业的未来增长；

\n\n

●

公司吸引客人和企业客户的能力，以及进一步提升品牌知名度；

\n\n

●

公司招聘和留住合格管理人员和关键员工的能力，以使其能够发展业务；

\n\n

●

与乌兹别克斯坦相关或可能影响公司业务的适用法律或法规的变化；

\n\n

●

我们作为一家美国上市公司和报告公司的业务管理；

\n\n

●

公司对哈萨克斯坦哈利克银行相关方1亿美元定期贷款的担保以及从相关方收取应收款的义务；

\n\n

●

乌兹别克斯坦索姆对美元价值的波动；

\n\n

●

公司维持与希尔顿和温德姆的特许经营和许可协议的能力；

\n\n

●

在乌兹别克斯坦共和国登记参与权益的转让；

\n\n

●

以及本当前报告中所描述的潜在未来事件或情况的其他假设或描述，这些假设或描述是任何前瞻性声明的基础或相关。

这些前瞻性声明基于本当前报告发布之日可获得的信息，以及当前的期望、预测和假设，并涉及许多风险和不确定性。因此，不应依赖这些前瞻性声明来代表我们管理层在任何后续日期的观点，我们不承担更新前瞻性声明以反映其作出日期之后的事件或情况的义务，除非根据适用的证券法要求。

此外，我们“认为”、“我们期望”、“我们预计”和类似表述表明了其对相关主题的观点和意见。这些表述基于本当前报告发布之日该方可获得的信息，尽管我们管理层认为这些信息构成了这些表述的合理基础，但这些信息可能有限或不完整，这些表述不应被理解为表明我们管理层已对所有可能可用的相关信息进行了详尽的调查或审查。这些表述本质上是不确定的，投资者应谨慎不要过度依赖这些表述。

您不应过度依赖这些前瞻性声明。由于许多已知和未知的风险和不确定性，集团的实际结果或业绩可能与这些前瞻性声明所表达或暗示的有重大差异。

\n业务描述

一般及股份交换前交易

公司于2023年7月3日根据内华达州法律以StageWise Strategies Corp.的名称成立。该公司提供搜索引擎优化（\"SEO\"）服务，旨在提高企业在多个行业中的在线可见性并改善自然搜索表现。通过数据分析和专有算法，公司提供关键词研究和实施策略，以帮助客户在线推广其产品和服务。公司通过其网站提供服务，并主要通过订阅费产生收入。公司提供三种每月订阅计划：(i) 基础版，(ii) 标准版和(iii) 高级版，这些计划提供不同级别的功能和请求配额。公司还提供基于订阅的API工具，供管理多个项目的用户使用，该工具提供扩展的查询配额、额外功能以及导出获取的关键词的能力。

公司的普通股目前在OTC Markets的OTCID基础市场报价。公司目前正在尽其合理的商业努力，尽快将普通股的报价恢复到OTCQB；但在此过程中，不能保证OTC Markets会批准公司的申请，或公司会满足所有适用的OTCQB要求。

2026年6月5日，Artikkhodjaev先生完成了3,000,000股普通股（约占当时已发行和流通普通股的74.2%）的购买：从Viktor Balan处购买1,000,000股，总购买价格为250,000美元，以及从Yuliia Zaporozhan处购买2,000,000股，总购买价格为500,000美元，根据于2026年6月5日签署的证券购买协议。在此次控制权变更过程中，公司所有现任董事和高管辞职，并任命Elmurod Sopiev、Temur Zokirov、Bahtiyor Kadirov和Elina Davidyan，如公司于2026年6月11日向SEC提交的8-K表格当前报告中所报告的那样。

2026年6月30日，STWI与Artikkhodjaev先生签订了股份认购协议（“认购协议”），根据该协议，公司同意以250,000美元的总购买价格发行和出售1,000,000股普通股，即每股0.25美元。Jakhongir Abidovich Artikkhodjaev的股份发行于2026年7月20日完成。

因此，截至2026年7月20日，Jakhongir Abidovich Artikkhodjaev实际拥有STWI约79.2%的股份。

股份交换后的公司结构

由于股份交换，我们的公司组织结构如下：

$\"\"$

股份交换后的业务概览

通过股份交换，公司收购了TEG SPV，并间接收购了运营子公司。公司通过运营子公司开展其酒店和展览业务。因此，尽管公司打算继续SEO业务，但TEG SPV和运营子公司的业务已成为公司的主要业务，如下所述。在本节中，对“TEG SPV”的引用包括TEG SPV和运营子公司，除非上下文另有要求。

TEG SPV 是一家在乌兹别克斯坦共和国运营的酒店和展览集团。TEG SPV 通过三大核心资产在酒店和展览领域开展业务，包括两家酒店和一个展览中心：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	哈顿塔什干酒店，这是一家由 ADW 根据与希尔顿品牌的特许经营协议在塔什干运营的全服务五星级酒店，提供住宿、餐饮服务、活动及其他辅助性酒店服务；

	●	温德姆布哈拉酒店，这是一家由 CLH 根据与温德姆品牌的特许经营协议在布哈拉运营的全服务四星级酒店，提供住宿、餐饮服务、活动及其他辅助性酒店服务；以及

	●	中亚博览会，这是一个由 CAEX 运营的展览和活动场所，提供展览空间租赁以及相关的活动组织和支持服务。

TEG SPV 的收入主要来自以下渠道：客房（住宿）、餐饮、活动以及其他服务，如洗衣、水疗、健身房、停车以及设施和办公空间的租赁。我们通过两个可报告业务部门（酒店和展览）来管理我们的业务，这两个部门反映了我们的首席运营决策者评估业绩和分配资源的方式。

截至 2026 年 6 月 30 日的六个月，TEG SPV 实现了 17,375 千美元的收入和 3,606 千美元的净收入，而截至 2025 年 6 月 30 日的六个月，收入为 18,525 千美元，净收入为 5,152 千美元。截至 2025 年 12 月 31 日的财年，TEG SPV 实现了 42,910 千美元的收入和 14,364 千美元的净收入，而截至 2024 年 12 月 31 日的财年，收入为 35,173 千美元，净收入为 4,552 千美元。截至 2026 年 6 月 30 日，TEG SPV 的总资产为 124,690 千美元，股东权益为 85,201 千美元，而截至 2025 年 12 月 31 日，总资产为 135,158 千美元，股东权益为 88,668 千美元。

截至本当前报告日期，TEG SPV 拥有以下物业。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

				会议， \n展览和
				会前功能 \n空间
物业	地点	房间		（平方英尺）
希尔顿塔什干	1 Ukchi Street, Tashkent, 100027, 乌兹别克斯坦		258		490,884
温德姆布哈拉	Alisher Navoi Avenue 8, 布哈拉, 200100, 乌兹别克斯坦		212		252,944
中亚博览会	1 Milliy Bog Street, Mirzo Ulugbek 区, 塔什干, 乌兹别克斯坦		-		220,502

行业概览

TEG SPV 业务涉及酒店和MICE行业。\n其主要竞争市场是乌兹别克斯坦的塔什干和布哈拉。TEG SPV 酒店的主要竞争对手包括在塔什干和布哈拉运营的其他国际品牌和独立酒店，包括万豪酒店、凯悦酒店塔什干、洲际酒店塔什干、万豪酒店塔什干套房、丽笙蓝光酒店塔什干、乐天城市酒店塔什干宫、美居酒店塔什干以及类似的酒店和酒店物业。CAEX 在展览和活动市场中竞争，主要与其他展览和活动场所竞争，如乌兹别克展览中心和塔什干国际会议中心，以及塔什干和乌兹别克斯坦的主办方，如ITECA、国际博览会集团和BMCA。

TEG SPV 的管理层估计，影响酒店业和MICE行业的主要因素包括：(1) 塔什干和布哈拉作为商务、休闲和MICE活动目的地的吸引力和感知吸引力；(2) 航空公司和其他交通相关行业的财务状况和能力，以及由此对旅行产生的影响；(3) 中亚的地缘政治风险；以及(4) 客户需求、竞争、技术、法规和总体经济状况的变化，其中每一项都可能影响酒店和MICE服务的需求。

TEG SPV 认为其主要竞争优势包括：(1) 与领先的全球酒店品牌（包括希尔顿和温德姆）建立了牢固的关系；(2) 对乌兹别克酒店市场的深入了解以及与本地和国际合作伙伴的成熟网络，为其房地产开发能力提供优质场地支持；(3) 强大的运营能力和开发和运营高质量商务和休闲旅游资产的可靠业绩，这得到了专门的人才发展平台和高效的运营模式的支持；(4) 其投资组合可从乌兹别克斯坦商务、休闲和MICE旅游的持续发展中获益。

业务运营

酒店运营

希尔顿塔什干

2018年12月13日，ADW 与希尔顿酒店全球管理有限公司（“希尔顿”）签订了一份特许经营协议（“希尔顿协议”），根据该协议，ADW 获得了在塔什干经营一家258间客房的“希尔顿”品牌酒店（希尔顿塔什干）的非独家许可。希尔顿协议的期限约为25年，没有续约或延长的权利。ADW 支付了一次性20万美元的特许经营申请费，并在希尔顿塔什干开业后，需按前一个月客房总收入的4%支付每月市场推广费用，以及基于客房和非客房收入的特许权使用费，客房收入的特许权使用费率在3%至5%之间，非客房收入的特许权使用费率在1%至2%之间，加上适用的税款和其他费用。

ADW 还需在规定的期限内完成希尔顿塔什干的建设和翻新，包括截至2020年9月1日，并按照希尔顿的品牌标准运营希尔顿塔什干，保持必要的保险和记录，并遵守某些非竞争限制。希尔顿受有限的地域限制，禁止在希尔顿协议签署日期后的120个月内，在希尔顿塔什干10公里半径范围内经营另一家“希尔顿”品牌酒店，但某些例外情况除外。

希尔顿有权终止希尔顿协议\n对于指定的违约行为，包括未付款、未遵守协议或品牌标准、未维持保险,\n重复违约、破产、业务中止、未经授权的转让、某些制裁或反腐败事件，以及未能及时完成酒店工作。希尔顿还可以采取临时补救措施，包括从其预订系统中暂停和禁用软件。在提前终止的情况下，ADW必须停止使用希尔顿的标识和系统，并支付违约金，通常基于过去24个月内批准的客房数量或应付费用，以及某些赔偿义务。希尔顿协议受英格兰法律管辖，争议应提交位于英格兰伦敦的国际商会仲裁，并以英语进行。

温德姆布哈拉

2020年12月29日，Wide Tent System LLC（“Wide Tent”）和温德姆酒店集团（英国）东有限公司（“温德姆”）签订了服务协议（“温德姆服务协议”）和分许可协议（“温德姆分许可协议”，并与温德姆服务协议一起，称为“温德姆协议”）。温德姆协议的每项协议的期限为20年，自生效日期起算，没有续约权利。

根据温德姆分许可协议，温德姆将“温德姆”系统和商标分许可给Wide Tent，在乌兹别克斯坦布哈拉运营一家酒店设施（“温德姆布哈拉”）作为“温德姆布哈拉”物业。根据温德姆服务协议，温德姆提供预订、销售和营销、培训、采购和咨询服务。

Wide Tent需支付初始费用52,000美元，基于总收入客房收入的月度特许权使用费，以及根据温德姆服务协议支付的月度服务费和其他费用。\n特许经营费率在第一年和第二年为2.0%，第三年和第四年为3.5%，之后为4.5%。逾期金额按每月1.5%的利率计息，受适用法律约束。Wide Tent还必须根据温德姆的标准运营和维护温德姆布哈拉，参与其预订和营销计划，完成必要的培训，维持指定的保险，进行必要的翻新，并满足其他运营和赔偿义务。

温德姆布哈拉需在2022年6月30日前开业。温德姆可在指定的未纠正违约后终止温德姆协议，或在某些事件发生时立即终止，包括作为“温德姆布哈拉”物业的业务中止、某些付款或报告违约、禁止转让、破产、重大虚假陈述，以及其他指定事件。如果涉及政治事件、竞争法合规、意外或征用的某些情况，协议也可能被终止。在某些终止情况下，Wide Tent需根据过去24个月内产生的费用支付违约金，受指定例外和调整的约束。

温德姆协议通常禁止宽帐篷（Wide Tent）在未获得温德姆事先书面同意并满足特定条件的情况下转让其权益或进行控制权变更，并且允许的转让和公开募股或上市除外。任何允许的转让通常必须涵盖所有温德姆协议，并且必须转让给同一受让人。TEG认为这一要求不适用于股票交换交易，因为该交易不构成控制权变更。

宽帐篷还受到地域和非竞争限制，终止后必须停止使用温德姆系统和商标，对温德姆布哈拉进行去标识，转让指定的域名，归还机密材料并履行未结付款义务。温德姆协议受英格兰和威尔士法律管辖，争议通过设在伦敦并以英语进行的LCIA仲裁解决。

在宽帐篷运营温德姆布哈拉期间，酒店建筑及相关财产、厂房和设备是从J-United LLC租赁的，该公司由最终受益所有人控制。根据租赁协议，宽帐篷每月支付1626000千乌兹别克斯坦索姆（约合138000美元）的租金，包括增值税（VAT）。

2023年12月14日，宽帐篷与Aimbridge Hotel Management LLC（“AHM”）签订协议，AHM是由最终受益所有人控制的公司，根据该协议，AHM同意向宽帐篷提供总金额为100000000千乌兹别克斯坦索姆的食品和饮料产品。此外，2024年2月1日，宽帐篷与AHM签订协议，根据该协议，AHM将为温德姆布哈拉的客人安排住宿。为了2024年和2025年的财务报表，AHM的财务报表与宽帐篷的财务报表合并，并作为宽帐篷财务报表的一部分进行披露。

2025年12月2日，CLH作为TEG Parent的全资子公司成立。根据J-United LLC所有者的决定，与温德姆布哈拉建筑相关的资产和负债被注入CLH。参与温德姆布哈拉运营的管理层和员工从宽帐篷转移到CLH的工资单中。J-United LLC与宽帐篷之间的租赁协议，以及宽帐篷与CLH之间的协议均被终止。

2025年12月24日，根据TEG Parent所有者的决定，TEG Parent将其在CLH中的所有权权益作为对TEG SPV股本的出资，转让给TEG SPV。因此，TEG SPV成为CLH的100%所有者。

在宽帐篷仍是运营温德姆布哈拉的许可持有者期间，2026年1月5日，宽帐篷与CLH签订协议，根据该协议，CLH将温德姆布哈拉的建筑及相关财产、厂房和设备租给宽帐篷，每月租金为4500万乌兹别克斯坦索姆（约合3800美元）。2026年3月30日，宽帐篷与CLH签订协议，根据该协议，宽帐篷从CLH外包人员以运营温德姆布哈拉，每月费用为720000千乌兹别克斯坦索姆（约合61000美元）。

根据 Wide Tent、CLH 和 Wyndham 于 2026 年 8 月 7 日签订的转让、承继及修订协议，Wide Tent 对 Wyndham 服务协议的所有权利、所有权和权益已转让给 CLH。在许可转让后，CLH 与 Wide Tent 之间的租赁协议和人员外包协议已终止。

展览运营

中亚博览会

中亚博览会（CAEX）拥有并运营中亚博览会，这是一个位于乌兹别克斯坦塔什干占地 63,000 平方米的国际展览和会议综合体，用于举办展览、贸易展、会议和其他商务活动。中亚博览会包含约 23,000 平方米的内部展览空间，其中包括 18,000 平方米的多功能展馆和 5,000 平方米的两层门厅，设有 10 间会议室和一间可容纳 60 人的会议室，并提供超过 700 个车位的停车位，包括指定的 VIP 停车位。

中亚博览会主要采用两种业务模式运营。首先，它将展览和活动设施租赁给第三方组织者，由这些组织者在场地内自行组织和举办展览及贸易展。在此模式下，中亚博览会主要通过租赁其展览和活动设施产生收入。

其次，中亚博览会以自有品牌组织和推广展览及其他活动。对于这些活动，CAEX 主要通过向参展商出售或预订展览空间及相关服务来产生收入。参展商可以选择原始展览空间或预搭建的展位，并须遵守 CAEX 适用展位搭建、安全和运营要求。

CAEX 向国内外参展商和访客推广中亚博览会物业和活动，并寻求吸引来自乌兹别克斯坦、其他中亚国家以及其他国际市场的参与者。CAEX 还与行业协会、活动组织者和展览营销平台合作，推广其活动并扩大其参与者基础。

客户

TEG SPV 的收入主要来自提供住宿、餐饮、活动和其他服务。截至 2025 年 12 月 31 日和 2024 年的财政年度，住宿、餐饮、活动和其他服务分别约占 TEG SPV 收入的 42.8%、37.7%、19.5% 和 53.9%、34.0%、12.1%。在截至 2025 年 12 月 31 日的财政年度，SKY Events LLC 占 TEG SPV 收入的 12%。在截至 2024 年 12 月 31 日的财政年度，TEG SPV 没有任何主要客户占其收入的 10% 或以上。

供应商

TEG SPV 及其子公司从第三方供应商处购买或租赁其固定装置、家具、设备、标识、库存、食品和饮料。截至 2025 年 12 月 31 日和 2024 年的财政年度，Empire Aviation Group FZCO（ADW 代表 TEG SPV 的主要所有者 Artikkhodjaev 先生为其支付飞机租赁费用）分别占 TEG SPV 购买额的 20% 和 22%。此外，Discovery Invest Global LLC（ADW 和 CLH 的建设工作承包商）分别占截至 2025 年 12 月 31 日和 2024 年的财政年度 TEG SPV 总购买额的 38% 和 30%。

季节性

TEG SPV 的业务受季节性波动影响。历史上，其酒店和度假村部门的经营业绩受到旅游和旅游活动季节性变化的影响，而 CAEX 的运营也受交易活动和市场条件波动的影响，因为交易活动的变化可能会影响对展览的需求，进而影响 CAEX 的业务。

酒店和度假村部门季节性的主要因素包括休闲和商务旅行的时机和数量、旅游流量以及住宿需求的季节性。希尔顿塔什干和温德姆布哈拉物业通常在 4 月至 5 月和 9 月至 10 月期间入住率较高，反映了商务和休闲旅行增加的时期。相反，在冬季和其他旅行活动较少的时期，酒店入住率和经营业绩可能会相对较弱。

因此，酒店和度假村部门可能会出现季度收入、入住率和经营业绩的波动，其中第二和第四季度通常受益于需求较高的旅行时期。这些季节性模式的时机和幅度可能会因旅游趋势、商务旅行、重大活动、经济条件和其他因素而每年有所不同。

由于交易量、市场活动和其他影响资本市场的因素的变化，CAEX 的经营业绩也可能出现季度波动。从 2 月下旬到 6 月初以及从 8 月下旬到 12 月初的时期通常被认为是“旺季”，在此期间通常会组织最多的活动。因此，TEG SPV 的季度经营业绩可能不能代表其年度业绩，且个别季度的经营业绩比较可能会受到季节性和其他波动的影响。

知识产权

TEG SPV 通过其子公司拥有两个商标：Delta Plaza 和 Citizen Apartments。此外，TEG SPV 通过其子公司获准在各自的酒店使用 Hilton 和 Wyndham 商标；但须说明的是，Wyndham 商标的适用分许可权利仅在获得乌兹别克斯坦共和国司法部国家注册后生效。注册申请已于 2026 年 9 月 25 日提交，目前注册待定。

证书和许可证

TEG SPV 的运营受乌兹别克斯坦政府法律、法规、许可、批准、证书和许可证的约束。重要的许可证、许可和批准包括 TEG SPV 注册证书 No. 2980923，该证书由塔什干市雅什诺巴德区公共服务中心于 2025 年 10 月 20 日签发，有效期为无限期。TEG SPV 认为其符合适用要求。

员工

截至2026年8月31日，TEG SPV有16名员工；ADW约有497名员工，其中28名是基于民事合同运作的独立承包商；CLH约有141名员工，其中56名是基于民事合同运作的独立承包商；CAEX LLC约有137名员工，其中60名是基于民事合同运作的独立承包商。TEG SPV及其子公司的所有员工均位于乌兹别克斯坦。

TEG SPV认为其及其子公司与员工保持着良好的工作关系，且TEG SPV及其子公司过去未发生过重大劳动纠纷。其员工均未由工会代表。

历史与组织

TEG SPV于2025年10月20日成立，是一家控股公司。2026年9月，TEG SPV的股权结构发生了变更。截至本信息声明之日，TEG Parent、Individual Seller和Wellmore分别持有TEG SPV的67.99999012%、32.00000000%和0.00000988%的参与权益。Wellmore由TEG Parent 100%持有。

ADW成立于2017年12月6日，TEG SPV于2025年12月22日成为其100%所有者。CLH成立于2025年12月2日，TEG SPV于2025年12月19日成为其100%所有者。CAEX成立于2025年12月2日，TEG SPV于2025年12月12日成为其100%所有者。

Below is an illustration of the corporate structure\nof TEG SPV as prior to the Closing

$\"\"$

TEG SPV物业

TEG SPV的主要行政办公室位于塔什干Yashnobod区Mahtumquli街64/2号，邮编100000。TEG SPV从Way II Management LLC租赁该地点约194平方英尺的办公空间用于公司运营，月租金为135美元，租约于2026年10月31日到期。

TEG SPV的酒店及展览中心物业列示如下。TEG SPV通过其子公司拥有上述每一处物业。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

				会议、 \n展览及
				前厅 \n空间
物业	位置	房间		(平方英尺)
希尔顿塔什干	乌奇街 1 号，塔什干，乌兹别克斯坦 100027		258		490,884
温德姆布哈拉	阿里舍尔·纳沃伊大道 8 号，布哈拉，乌兹别克斯坦 200100		212		252,944
中亚博览会	米尔佐·乌卢格别克区米尔利博格街 1 号		-		220,502

法律诉讼

TEG SPV 及其子公司不时卷入与其日常业务相关的索赔和诉讼，例如客人及员工的个人伤害诉讼，以及指控员工歧视的投诉。TEG SPV 维持各种保险政策，包括一般责任险、财产损失险、工人赔偿险和营业中断险，其认为这些保险为这些索赔提供了充分的保障。本公司或 TEG SPV 目前均不是任何重大未决法律诉讼的一方，且据管理层所知，未有任何重大法律诉讼威胁针对本公司或 TEG SPV。

法律法规

TEG SPV 及其运营子公司受乌兹别克斯坦共和国 governing 其公司活动和业务运营的各项法律法规管辖。主要适用的法律法规包括但不限于下文所述。

公司监管。 TEG SPV 及其运营子公司是根据乌兹别克斯坦法律设立的有限责任公司。其公司活动主要受《乌兹别克斯坦共和国民法典》和 2026 年 4 月 21 日第 ZRU-1137 号法律《关于有限责任公司》管辖，该法律规范了公司治理、参与者权利与义务、出资转让、净利润分配以及公司重组和清算等事项。

酒店与旅游监管。 塔什干希尔顿酒店和布哈拉温德姆酒店的运营主要受 2019 年 7 月 18 日第 ZRU-549 号法律《关于旅游》和 2020 年 7 月 10 日内阁决议第 433 号管辖，该决议规范了乌兹别克斯坦住宿服务的提供规则。这些法规规范了酒店服务的提供、住宿设施的适用要求以及客人权利的保护。住宿设施还必须遵守乌兹别克斯坦法律规定的强制性认证要求。

食品饮料、健康与安全监管。 运营子公司的食品饮料业务受适用的卫生、卫生和食品安全要求管辖，包括 2015 年 8 月 26 日第 ZRU-393 号法律《关于居民卫生流行病学福利》以及 2003 年 2 月 13 日内阁决议第 75 号批准的规范餐饮产品和服务生产与销售的规定。集团的资产和运营还受 2009 年 9 月 30 日第 ZRU-226 号法律《关于消防安全》和适用的职业健康与安全法规的约束。

展览与活动运营。 CAEX 涉及展览设施运营及展览、会议和其他活动组织的活动受适用的民事、商业和公共安全法规管辖。某些活动可能还受 2014 年 7 月 29 日内阁决议第 205 号批准的《举办群众活动规则》管辖，该规则规定了许可要求以及适用于其范围内的活动的公共秩序和安全相关规则。

其他适用法规。 TEG SPV 及其运营子公司还受一般适用的乌兹别克斯坦立法管辖，包括 2021 年 7 月 14 日第 ZRU-701 号法律《关于许可、许可和通知程序》、乌兹别克斯坦共和国劳动法、2019 年 7 月 2 日第 ZRU-547 号法律《关于个人数据》以及 1996 年 4 月 26 日第 221-I 号法律《关于消费者权益保护》。商标的使用，包括希尔顿和温德姆品牌，受适用的知识产权立法管辖，包括 2001 年 8 月 30 日第 267-II 号法律《关于商标、服务商标和商品原产地名称》。此外，集团还受与其业务运营相关的适用税收、房地产、土地使用和环境法规的约束。

风险因素

投资我们的证券涉及高度风险。除了本信息声明中包含的其他信息外，股东在评估本公司及此处所述事项时，应仔细考虑以下风险。如果发生以下任何风险，以及我们目前未知或认为不重要的其他风险，我们的业务、经营业绩和财务状况可能会受到重大不利影响。因此，我们的普通股交易价格可能下跌，股东可能会损失其在我们的普通股投资中的全部或部分。

下文讨论的风险也包括前瞻性陈述，我们的实际结果可能与这些前瞻性陈述中讨论的结果存在重大差异。请参阅本信息声明中的“关于前瞻性陈述的警示性说明”。在评估下文所述风险时，您还应考虑本信息声明中包含的其他信息，包括我们的财务报表及相关附注。

与我们行业、业务和运营相关的风险

我们的收入集中在少数几处物业上，因此一处资产的任何中断都可能不成比例地影响我们。

我们绝大部分收入由塔什干希尔顿酒店、布哈拉温德姆酒店和中亚博览会产生。由于我们的投资组合分布不广，影响任何单一物业的不利事件——包括物理损坏、因翻新而关闭、品牌隶属关系丧失、当地需求下降，或健康、安全或安全事件——可能对我们的经营业绩和财务表现产生比拥有更大、地理分布更广泛投资组合的公司更大的影响。

我们的经营业绩取决于旅行、旅游、会议和活动的需求，而这些需求对很大程度上不受其控制的条件敏感。

我们运营子公司客房、活动空间和活动的需求取决于一般经济状况、商业和消费者信心、MICE 行业的市场实力、旅行模式，以及经济衰退、货币变动、可支配收入变化、燃油和机票成本、地缘政治不稳定、恐怖主义、社会动荡以及公共卫生紧急情况或旅行限制等因素。其中许多因素是不可预测的。无论在乌兹别克斯坦、中亚地区还是全球，旅行或团体会议需求的重大或长期下降，都可能导致我们物业的入住率、费率和活动预订下降，并对其业务造成重大损害。

我们依赖与希尔顿和温德姆的特许经营协议来运营其酒店物业。

我们的子公司 ADW 和 CLH 分别与希尔顿和温德姆签订了协议，以根据各自的协议运营酒店并按品牌名称运营其物业。为了维护品牌名称，ADW 和 CLH 被要求履行协议中规定的某些义务并满足某些要求。任何未能提供优质服务、维护品牌声誉、履行必要义务，或特许经营或管理协议的丧失、未续签、违约或提前终止，都可能对我们的酒店业务运营和财务状况造成重大损害。

我们的会议和会展业务依赖于波动较大且需提前很久预订的团体预订周期。

我们很大一部分业务，特别是在中亚博览会的业务，来自往往提前数月预订活动空间的团体和会展客户。预订速度、取消、缩减以及活动规模或时间的变化，都可能导致我们的业绩在不同时期之间出现显著波动，并使预测变得困难。经济不确定性、企业差旅政策，或其他场地的竞争，都可能导致未来的团体预订以及相关的客房、餐饮和宴会收入减少。

AFKA Dream World LLC（“ADW”）已担保一笔重大的第三方债务义务，这可能对我们的财务状况、经营成果和流动性产生重大不利影响。

2025年3月，ADW担保了其在哈萨克斯坦哈利克银行一笔1亿美元定期融资项下关联方的义务，并重新质押了同样为ADW自身债务提供担保的重要资产。借款人受ADW最终受益人的共同控制，但并非ADW的一部分。

如果借款人未能履行融资项下的义务，贷款人可能直接向ADW寻求付款。ADW在该担保下的最大潜在敞口为1亿美元，加上应计利息、费用、成本和罚金，这远超其股东权益。任何对该担保或相关担保物的强制执行，都可能要求ADW动用大量财务资源、承担额外债务、处置资产，或将资源从其运营和增长计划中转移。因此，该担保项下的任何索赔都可能对我们的业务、财务状况、经营成果、现金流和前景产生重大不利影响。

我们的物业地理位置集中在中亚，使我们面临区域风险。

我们的所有物业均位于中亚，包括塔什干市的希尔顿塔什干和中亚博览会。因此，影响中亚的不利条件，包括当地经济低迷、当地法规或税收变化、基础设施限制、自然灾害，或中亚入境旅游的减少，都可能比地理多元化的投资组合更严重地影响我们的物业。

我们的业务具有季节性，其固定成本限制了其在需求下降时削减支出的能力。

TEG SPV物业的入住率、平均每日房价和活动量因季节和团体会议日历而异，因此其收入和现金流在全年分布不均。我们很大一部分运营成本是固定的，且可能无法在需求不足时迅速削减这些成本。因此，在旺季收入下降，或在高需求季节发生意外事件，都可能对其年度业绩产生不成比例的影响。

酒店和房地产业务资本密集，而房地产投资缺乏流动性。

拥有并经营酒店和会议中心需要持续的资金用于维护、符合品牌标准以及定期翻新。同时，房地产投资相对流动性较差，在乌兹别克斯坦，可能还会受到对外国所有权和土地使用权利转让的限制。如果我们无法为所需的资本支出提供资金，或无法在条件变化时以有利的条件及时出售或重新融资一处房产，我们的财务状况和经营业绩可能会受到不利影响。

我们面临激烈的竞争，新的供应可能会降低其入住率和费率。

我们的运营子公司与在乌兹别克斯坦运营的其他酒店和会议中心竞争，包括瑞士酒店、JW 万豪、Mercure Tashkent North、当地酒店品牌以及会议和其他展览中心，竞争依据是位置、品牌、质量、功能空间数量、服务、价格以及在一个地点容纳整个活动的能力。我们市场中新酒店或场地的供应、竞争对手的激进定价，或替代住宿和虚拟会议选择的增长，可能会降低其入住率、费率和活动预订量。

我们的声誉或我们物业所运营的品牌受损可能会损害我们的业务。

我们的成功取决于我们物业的声誉以及它们所运营的品牌的声誉。与服务质量、安全或安全事件、健康问题、数据泄露、环境或劳工问题，或子公司或我们自身的行为（包括通过社交媒体）相关的负面宣传，可能会降低需求并损害我们的经营业绩，即使 underlying claims（基础主张）是无稽之谈。

我们的运营和盈利能力取决于合格人员的可用性，劳动力成本的上升可能会降低我们的利润率。

我们酒店和会议中心的运营取决于吸引、培训和留住合格的管理人员和酒店服务人员。对人才的竞争、工资上涨、劳动法的变更，以及任何劳动纠纷或停工，都可能增加我们的成本或扰乱运营。我们还依赖于某些高级管理人员的持续服务，他们的离职可能会对其运营产生不利影响。

我们及其子公司依赖信息技术，任何故障或安全漏洞都可能扰乱我们的业务并使我们面临责任。

我们的物业依赖信息技术系统，包括预订、物业管理系统、活动管理系统、支付和财务系统，其中许多由第三方提供和控制。这些系统的故障、中断、勒索软件攻击或安全漏洞可能会扰乱运营，危及客人、员工或商业数据，并使我们面临补救成本、监管处罚、诉讼和声誉损害。网络威胁不断演变，可能无法被检测或预防。

隐私和数据保护法律的变化可能会增加我们的成本和风险。

我们及其子公司收集和处理客人和员工的个人数据，并受制于乌兹别克斯坦以及其客人可能源自的其他司法管辖区的隐私和数据保护法律。这些法律正在演变，并可能施加数据本地化、同意、违规通知和跨境传输要求。合规可能成本高昂，任何实际的或声称的违规都可能导致罚款、诉讼和声誉损害。

我们的保险可能无法覆盖所有损失，\n灾难性事件可能超出其承保范围。

我们及其子公司维持我们行业惯例类型的保险，金额也符合我们的判断，但此类承保受限于限额、免赔额和除外责任。某些事件，如地震、洪水、火灾、大流行病、恐怖主义或战争行为以及业务中断，可能属于不可保、承保不足或存在承保争议的情况。重大的未投保或承保不足的损失可能会实质性损害我们的财务状况。

我们的物业受制于可能产生重大责任的环境、\n健康和安全法规。

我们的物业受制于环境、建筑、消防、健康和安全法律法规，我们可能需要对子公司拥有或运营的物业中的有害或有毒物质进行调查和修复的成本承担责任，无论是否存在过错。此类情况的存在，或未能遵守适用要求，可能导致罚款、修复成本、使用限制，以及受影响物业的价值降低或融资能力下降。

未能保护我们在业务中使用的商标和其他\n知识产权可能会损害我们的业务。

我们的业务依赖于品牌名称、商标和其他知识产权，特别是根据各自的特许经营和许可协议使用的希尔顿和温德姆品牌。如果我们的子公司未能保护此类知识产权，或者我们或我们的子公司被认定侵犯了他人的权利，受影响品牌的价值可能会下降，我们的业务可能会受到损害。

与我们在乌兹别克斯坦运营相关的风险

乌兹别克斯坦和中亚的经济、政治和社会发展\n可能会对我们的业务产生不利影响。

我们绝大部分的运营和资产位于乌兹别克斯坦，这是一个新兴市场。新兴市场比更发达的市场面临更大的风险，包括经济不稳定、高或波动的通胀和利率、货币波动、政府政策或领导层变化、政治或社会不稳定、地区紧张局势，以及贸易或旅游政策的转变。这些发展中的任何一项，无论是在乌兹别克斯坦还是中亚，都可能导致对我们物业的需求减少、成本增加、资产受损，或以其他方式实质性损害我们，并且可能难以预测或缓解。

乌兹别克斯坦苏姆价值的波动，以及货币兑换的\n限制，可能会对 TEG SPV 产生不利影响。

TEG SPV 的功能货币是乌兹别克斯坦索姆，尽管 TEG SPV 的报告货币是美元。索姆对美元的贬值或波动可能会增加我们的成本，降低其收入和资产的报告价值，并使偿还任何硬通货债务更加困难。\n此外，根据乌兹别克斯坦的外汇法规，虽然没有对将索姆兑换成外币的量化限制，\n但公司兑换必须基于特定目的，并需要提交带有支持文件的正式申请。购买的外币必须在收到后七个工作日内用于其声明的目的，否则必须重新出售给商业银行。

乌兹别克斯坦的法律和监管体系仍在发展，法律变化或执法不一致可能会对我们造成损害。

乌兹别克斯坦的法律和监管框架仍在不断发展，可能比在更成熟的司法管辖区更加不可预测。包括外国投资、房地产和土地使用、餐饮和旅游业、许可、外汇管制、税收、竞争、劳动和环境等方面的法律和法规可能会发生变化，有时通知时间有限或具有追溯效力，并可能受到不一致或不可预测的解释和执行。司法和行政程序可能不够完善，我们可能面临有限或不确定的救济途径。所有这些因素都可能增加我们的合规成本，并对我们的权利和义务产生不确定性。

我们对所拥有物业所占土地的权利受到乌兹别克斯坦法律和法规的限制。

在乌兹别克斯坦，法人实体可以依据所有权、永久使用权或租赁权持有土地。外国公民和法人实体、无国籍人士以及具有外资的企业只能通过租赁方式拥有土地。任何对这些权利的撤销、不续期、不利修改或重新解释，或对其适用法律的任何变更，都可能损害我们运营或融资相关物业的能力，并可能对我们造成重大损害。

投资者在乌兹别克斯坦执行判决可能会遇到困难。

我们的运营子公司是根据乌兹别克斯坦共和国法律设立的，我们几乎所有的资产都位于该国，我们的董事和高管也居住在那里。\n因此，投资者可能难以或不可能在乌兹别克斯坦执行美国法院获得的判决。乌兹别克斯坦可能没有提供外国判决相互承认和执行的条约，而且当地法院可能会拒绝执行这些判决。

我们可能面临反腐败、制裁和出口管制风险。

我们可能受到反贿赂和反腐败法律的约束，包括美国《海外反腐败法》和适用的乌兹别克斯坦法律，以及由美国、欧盟等管理的经济制裁和出口管制制度。在像乌兹别克斯坦这样的新兴市场运营，并与政府机构和第三方中介互动，会增加实际或涉嫌违规的风险。任何违规行为，或对乌兹别克斯坦或该地区或我们交易对象实施的新制裁，都可能导致处罚、对其业务的限制和声誉损害，尽管我们已努力遵守相关规定。

乌兹别克斯坦税法或其征管的变更可能会增加我们的税负。

我们在乌兹别克斯坦的业务需缴纳公司所得税、增值税、旅游或酒店税、财产和土地相关费用，以及对股息、利息和某些支付的预提税。新兴市场的税法及其征管可能会频繁变化，且可能不一致或具有追溯效力。任何针对旅游业或酒店业投资的税收优惠的减少、到期或丧失，或不利的税务评估、审计或重新解释，都可能增加其税负并损害我们的业绩。

Our growth depends in part on the continuation\nof government policies that support tourism.

There is no assurance that the Uzbekistan government\nwill enact or continue policies that favor tourism and the hospitality and MICE industries or that they will achieve their intended effects.\nA reversal of, or reduction in, government support for tourism, or a deterioration in Uzbekistan’s attractiveness as a destination,\ncould reduce demand for our properties.

Risks Related to the Share Exchange Transaction\n

We may not realize the anticipated benefits\nof the Share Exchange Transaction, and our ability to successfully operate and grow the business following the consummation of the Share\nExchange Transaction is not guaranteed.

Following the consummation of the Share Exchange\nTransaction, our ability to achieve the anticipated benefits of the transaction will depend on a number of factors, including our ability\nto effectively manage the combined operations, retain key personnel, execute our business strategy and address operational and other challenges\nthat may arise.

In addition, following the consummation of the\nShare Exchange Transaction, we may experience the departure of certain key personnel of TEG SPV or the Company. The loss of the services\nof key personnel, or our inability to recruit and retain qualified personnel, could materially adversely affect the business, operations,\nfinancial condition and prospects of the Company following the Share Exchange Transaction. If we are unable to successfully operate and\ngrow the acquired business or realize the anticipated benefits of the Share Exchange Transaction, our business, financial condition and\nresults of operations could be materially adversely affected.

If the anticipated benefits of the Share\nExchange Transaction do not meet the expectations of investors, stockholders or securities analysts, the market price of our Common Stock\nmay decline.

The market price of our Common Stock following\nthe consummation of the Share Exchange Transaction may be affected by whether the Share Exchange Transaction and the anticipated benefits\nthereof meet the expectations of investors, stockholders and securities analysts. If we do not achieve the operational, financial or strategic\nbenefits anticipated from the Share Exchange Transaction, or if such benefits are realized more slowly than expected, the market price\nof our Common Stock could decline.

In addition, if an active trading market for our\nCommon Stock develops and is sustained, the trading price of our Common Stock may be volatile and subject to significant fluctuations\nin response to a variety of factors, many of which are beyond our control, including our operating results, changes in expectations regarding\nour business and prospects, developments affecting TEG SPV or the industries in which it operates, general economic and market conditions,\nand changes in securities analysts’ estimates or recommendations. Any of these factors could have a material adverse effect on the\nmarket price of our Common Stock, and stockholders may lose all or a substantial portion of their investment.

Risks Related to Our Securities

Our common stock is currently quoted on\nthe OTC Markets – OTCID Basic Market, which may further restrict the marketability of our shares.

OTC Markets designates OTC Markets issuers based\non the quality and quantity of public disclosure available. Our Common Stock is currently quoted on the OTCID Basic Market which is the\nsecond to lowest tier of OTC Markets and signifies that while we meet OTC Market’s standards for current information, our Common\nStock is not currently qualified for quotation on the higher tiered OTCQB Venture Market or the OTCQX Best Market. Quotation and trading\non the OTCID Basic Market may cause investors and broker-dealers to be less willing to transact in our shares, further reducing liquidity\nand adversely affecting our share price. Although we are attempting to reinstate the quotation of our common stock on the OTCQB, as soon\nas possible, there can be no assurance that the OTC Markets will approve our application or that we will satisfy all applicable OTCQB\nrequirements. There can be no assurance that we will be able to improve the quotation of our shares of Common Stock to a higher tier,\nincluding OTCQB, or gain a listing on Nasdaq or any other national securities exchange.

The limited public trading market may cause\nvolatility in our stock price.

The quotation of our Common Stock on the OTCID\nBasic Market does not assure that a meaningful, consistent and liquid trading market currently exists, and in recent years such market\nhas experienced extreme price and volume fluctuations that have particularly affected the market prices of smaller companies like us.\nOur Common Stock is thus and will be subject to significant volatility. Sales of substantial amounts of our Common Stock, or the perception\nthat such sales might occur, could adversely affect prevailing market prices of our Common Stock.

An active and visible trading market for\nour Common Stock may not develop.

We cannot predict whether an active market for\nour Common Stock will develop in the future. In the absence of an active trading market:

●

investors may have difficulty buying and selling\nor obtaining market quotations;

●

market visibility for our Common Stock may be\nlimited; and

●

a lack of visibility for our Common Stock may\nhave a depressive effect on the market price for our Common Stock.

The OTCID Basic Market is an unorganized, inter-dealer,\nover-the-counter market that provides significantly less liquidity than the Nasdaq Stock Market or the New York Stock Exchange. The trading\nprice of the Common Stock is expected to be subject to significant fluctuations in response to variations in quarterly operating results,\nchanges in analysts’ earnings estimates, announcements by us or our competitors, general conditions in the industry in which we\noperate and other factors. These fluctuations, as well as general economic and market conditions, may have a material adverse effect on\nthe market price of our Common Stock.

Our controlling\nstockholder may exercise significant influence over us and may be subject to conflicts of interest.

Mr. Jakhongir Abidovich Artikkhodjaev, through\nTEG Parent, beneficially owns approximately 68.30% of our outstanding Common Stock, and his daughter, Ms. Irodakhon Abduvakhitova, a member\nof our Board, owns approximately 31.14%. Mr. Artikkhodjaev thus has the power, on his own, to determine the outcome of any corporate transaction\nor other matters submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all\nof our assets, election of directors, approval of equity incentive plans and other significant corporate actions, and such actions may\nbe taken by written consent without a meeting of stockholders. Mr. Artikkhodjaev also has the power to prevent or cause a change in control.\nIn addition, Mr. Artikkhodjaev controls entities that are not part of the Company but are significant counterparties of TEG SPV, including\nborrowers under loans made by TEG SPV and the borrower under the $100 million facility guaranteed by TEG SPV. His interests may differ\nfrom the interests of our other stockholders, which may cause him to be faced with conflicts of interest that may not be resolved in favor\nof or to the satisfaction of our minority stockholders.

Compliance with changing regulation of corporate\ngovernance and public disclosure, and our management’s inexperience with such regulations, will result in additional expenses and\ncreates a risk of non-compliance.

Changing laws, regulations and standards relating\nto corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and related SEC regulations, have created uncertainty\nfor public companies and significantly increased the costs and risks associated with accessing the public markets and public reporting.\nOur management team will need to invest significant management time and financial resources to comply with both existing and evolving\nstandards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and\nattention from revenue generating activities to compliance activities. In addition, our management is located in Uzbekistan and has limited\nexperience with compliance with U.S. laws, including securities laws. This inexperience may cause us to fall out of compliance with applicable\nregulations, which could adversely affect our business, financial condition and the market price of our Common Stock.

STWI Management’s Discussion and Analysis\nof Financial Condition and Results of Operations

Business Overview

StageWise\nStrategies Corp. (the “Company”, “us,” “our,” “we”) is a Nevada-based corporation specializing\nin search engine optimization (SEO) services that help entrepreneurs and businesses improve their online visibility. Our primary goal\nis to enhance clients’ search engine rankings through targeted keyword analysis and website optimization strategies.

We aim to\ngenerate revenue by offering tailored SEO solutions that support both emerging startups and established companies in attracting organic\ntraffic and expanding their digital reach.

Our primary\nrevenue sources encompass:

Subscription-Based\nAPI Tool: Entrepreneurs managing multiple concurrent projects can leverage our subscription-based API tool, offering an expanded query\nquota. Users subscribe to this tool, paying a recurring fee, granting them access to advanced features and the capability to export acquired\nkeywords for various applications.

Users can\naccess our service through our Company’s website, where they discover comprehensive information on our offerings, pricing plans,\nand a user-friendly contact interface for plan selection. Revenue is derived from fees associated with platform access.

We offer\nthree-tiered subscription-based monthly plans: Basic, Standard, and Premium. Each plan carries a recurring fee, granting users access\nto progressively advanced features, higher request allowances, and enhanced functionality. Clients pay for their selected plan, aligning\nwith their specific promotional requirements.

Change\nof Control

Effective\nas of June 5, 2026, there was a change of control of the Company. Approximately 74.2% of the Company’s then issued and outstanding\nshares of Common Stock were acquired by a foreign individual from two of our stockholders. Upon such acquisition, all of the then serving\ndirectors and officers of the Company resigned and were replaced by the following officers and directors:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name		Position
Elmurod Sopiev		Chief Executive Officer
Temur Zokirov		Chairman of the Board, Chief Financial Officer and Secretary
Bahtiyor Kadirov		Director
Elina Davidyan		Director

More information\non the change of control and the new officers and directors is provided in our Current Report on Form 8-K filed with the SEC on June 11,\n2026.

Results of Operations

Three months ended June 30, 2026 compared to June 30, 2025

Revenue

Total revenue for the three months ended June\n30, 2026 and 2025 was $11,307 and $8,196, respectively, an increase of $3,111 or 38% between the comparable periods as a result of execution\nof existing contracts.

Operating expenses

Total expenses for the three months ended June\n30, 2026 were $18,790, comprised of office rent $142, office expenses $160, bank service charges $16, depreciation expense $10,114 and\nprofessional fees $8,358.

Total expenses for the three months ended June\n30, 2025 were $61,236, comprised of office rent $442, bank service charges $88, dues & subscriptions $30, depreciation expense $9,924,\nprofessional fees $22,953, website CRO expenses $9,000, website technical support $3,000, SEO services $4,251, marketing services $8,748\nand server lease $2,800.

The decrease in operating expenses of $42,446\nor 69%, during the comparable periods mainly reflects a significant decrease in professional fees and absence of website CRO expenses,\nSEO services, server lease and marketing expenses during the three months ended June 30, 2026.

Net Income (Loss)

For the three months ended June 30, 2026 and 2025,\nthe Company recorded a net loss of $7,483 and $53,040, respectively, a decrease of $45,557 or 86% between the comparable periods. Such\na significant decrease was due to 38% increase in revenues and 69% decrease in operating expenses.

Nine months ended June 30, 2026 compared to June 30, 2025

Revenue

Total revenue for the nine months ended June 30,\n2026 and 2025 was $55,774 and $77,886, respectively, a decrease of $22,112 or 28% between the comparable periods as a result of execution\nof existing contracts.

Operating expenses

Total expenses for the nine months ended June\n30, 2026 were $68,944, comprised of office rent $353, office expenses $160, bank service charges $24, business licenses and permits $150,\ndepreciation expense $30,344, professional fees $37,836, SEO services $803, marketing services $4,568, server lease $2,707 and website\nand API expenses $4,000. A refund of $12,000 was also received for website technical support following the termination of the Agreement.

Total expenses for the nine months ended June\n30, 2025 were $115,208, comprised of office rent $542, bank service charges $361, dues and subscriptions $30, business licenses and permits\n$200, depreciation expense $23,692, professional fees $42,452, website CRO expenses $9,000, website technical support $3,000, SEO services\n$9,919, marketing services $20,412 and server lease $5,600.

The decrease in operating expenses of $46,264\nor 40%, during the comparable periods mainly reflects a significant decrease in professional fees, website CRO expenses, SEO services,\nserver lease, marketing expenses and refund of website technical support, offset by increase in depreciation and Website and API expenses.

Net Income (Loss)

The change from $37,322 of net loss for the nine\nmonths ended June 30, 2025 to net loss of $13,170 for the same period in 2026, was mainly attributable to decrease in operating expenses\nin 2026, which was partially offset by decrease in total revenue.

Liquidity and Capital Resources

During the three months ended June 30, 2026 and\n2025, the Company incurred operating losses of $7,483 and $53,040, respectively, and during the nine months ended June 30, 2026 and 2025,\nthe Company incurred operating losses of $13,170 and $37,322, respectively, and had an accumulated deficit of $125,534 as of June 30,\n2026. Since its inception, the Company has incurred operating losses and negative cash flows. The Company expects to continue to incur\nnet losses as it continues to grow and scale its business. As of June 30, 2026, we had cash and cash equivalents of $44,485.

Although the Company has had recurring losses\neach year since inception, the Company plans to fund its operations and capital funding needs for the next 12 months through a combination\nof private and public equity and debt offerings, or a combination thereof, from existing and/or new investors, including related parties.\nWe have limited financial resources available, which has had an adverse impact on our liquidity, activities and operations. Without realization\nof additional capital, it would be unlikely for us to continue as a going concern. In order for us to remain a going concern, we will\nneed to obtain additional capital as mentioned above. The ability to raise necessary financing will depend on many factors, including\nthe nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought.\nNo assurances can be given that any necessary financing can be obtained on terms favorable to us, or at all. See Note 2 to our financial\nstatements included in this Information Statement and the report of the Company’s independent accounting firm included in the Company’s\naudited financial statements for the fiscal year ended September 30, 2025, which raises substantial doubt about the Company’s ability\nto continue as a going concern.

Operating Activities

For the nine months ended June 30, 2026, net cash\nprovided by operating activities was $38,301 compared to net cash used in operating activities of $40,845 for the nine months ended June\n30, 2025.

Investing Activities

For the nine months ended June 30, 2026 and 2025,\nnet cash used in investing activities was $0 and $82,450, respectively.

Financing Activities

For the nine months ended June 30, 2026 and 2025,\nnet cash provided by financing activities was $1,611, compared to $112,180 for the nine months ended June 30, 2025. Such changes were\ndue to the fact there were no share issuances during the nine months ended June 30, 2026 and only minor proceeds and payments related\nto the Loan from Related Parties.

Current Financial Condition

As of June 30, 2026, we have generated revenue\nin the amount of $55,774. The Company issued no shares of common stock during the nine months ended June 30, 2026, although it received\na $44,500 deposit toward a $250,000 Share Subscription Agreement on June 30, 2026. Please refer to our financial statements contained\nherein for more detailed information.

Off-balance Sheet Arrangements

We have no significant off-balance sheet arrangements\nthat have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition,\nrevenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Critical Accounting Policies and Estimates

Refer to Note 3 in the notes accompanying unaudited\ncondensed financial statements.

Fiscal year ended September 30, 2025 compared\nto fiscal year ended September 30, 2024

During the years ended September 30, 2025 and\n2024 we have generated $95,409 and $9,007 in revenues, respectively.

Our net loss for the fiscal year ended September\n30, 2025 was $74,758 compared to a net loss of $30,616 during the fiscal year ended September 30, 2024.

Operating expenses incurred were $170,170 during\nfiscal year ended September 30, 2025 compared to $39,630 during fiscal year ended September 30, 2024.

Liquidity and Capital Resources

Fiscal year ended September 30, 2025 and\n2024

As of September 30, 2025, our total assets were\n$164,867 consisting of $4,573 current assets, $8,078 other assets and $152,216 intangible assets. As of September 30, 2024 our total assets\nwere $115,744 consisting of $11,343 cash and $104,401 intangible assets.

Operating Activities

For the years ended September 30, 2025 and 2024,\nnet cash used in operating activities was $48,500 and $12,217, respectively.

Investing Activities

For the years ended September 30, 2025 and 2024,\nnet cash used in investing activities was $82,450 and $88,900, respectively.

Financing Activities

For the years ended September 30, 2025 and 2024,\nnet cash provided by financing activities was $124,180 and $111,850, respectively from director’s\nloan and capital stock.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements\nthat have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues\nor expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies

Our financial statements and accompanying notes\nhave been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation\nof financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions\nthat affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial\nstatements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies\nand estimates that we use to prepare our financial statements. In general, management’s estimates are based on historical experience,\non information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and\ncircumstances. Actual results could differ from those estimates made by management.

MANAGEMENT’S DISCUSSION AND ANALYSIS\nOF FINANACIAL CONDITION AND RESULTS OF OPERATIONS OF TEG SPV

The following discussion and analysis of our financial condition\nand results of operations should be read together with our combined financial statements and the related notes included elsewhere in this\ninformation statement. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could\ndiffer materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth\nunder “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in this information statement. In\nthis section, the “Group.” “we”, “us,” or “our”, refers to TEG SPV and its subsidiaries.

Overview

TEG SPV is a hospitality and exhibition group\noperating in the Republic of Uzbekistan. TEG SPV operates in the hospitality and exhibition segments, via three core properties including\ntwo hotels and one exhibition center:

\n \n \n \n \n

●

Hilton Tashkent, a full-service, five-star hotel in Tashkent operated by ADW under a franchise agreement with the Hilton brand, providing accommodation, food and beverage services, events and ancillary hospitality services;

\n \n \n \n \n

●

Wyndham Bukhara, a full-service, four-star hotel in Bukhara operated by CLH under a franchise agreement with the Wyndham brand, providing accommodation, food and beverage services, events and ancillary hospitality services; and

\n \n \n \n \n

●

Central Asian Expo, an exhibition and events venue operated by CAEX, providing rental of exhibition space together with related event organization and support services.

We generate revenue from the following principal\nstreams: rooms (accommodation), food and beverage, events, and other services such as laundry, spa, gym, parking and the rental of facilities\nand office space. We manage our business through two reportable segments, Hospitality and Exhibition, which reflect the manner in which\nour chief operating decision maker evaluates performance and allocates resources.

For the six months ended June 30, 2026, we generated\nrevenue of $17,375 thousand and net income of $3,606 thousand, compared with revenue of $18,525 thousand and net income of $5,152 thousand\nfor the six months ended June 30, 2025. For the fiscal year ended December 31, 2025, we generated revenue of $42,910 thousand and net\nincome of $14,364 thousand, compared with revenue of $35,173 thousand and net income of $4,552 thousand for the fiscal year ended December\n31, 2024. As of June 30, 2026, we had total assets of $124,690 thousand and total shareholders’ equity of $85,201 thousand, compared\nwith total assets of $135,158 thousand and total shareholders’ equity of $88,668 thousand as of December 31, 2025.

Reorganization and Basis of Presentation

TEG SPV was established in October 2025 to serve\nas a holding company. TEG SPV is owned by TEG Parent, the Individual Seller, and Wellmore, each of which is controlled by Mr. Jakhongir\nAbidovich Artikkhodjaev (the ultimate beneficial owner or “UBO”). During the fourth quarter of 2025, we undertook a legal\nrestructuring to create a unified holding structure, which involved the establishment of TEG SPV together with two new subsidiaries. As\npart of the restructuring, each of ADW, CLH, and CAEX became a wholly owned subsidiary of TEG SPV.

Our combined financial statements have been prepared\nto present the financial position, results of operations and cash flows of the aforementioned entities, which are under the common control\nof the UBO, as if they had operated as a single economic reporting entity for all periods presented, applying consolidation principles\nby analogy, as no single legal parent entity directly controlled all of the entities included in the Group during 2024 and 2025. All intercompany\nbalances and transactions have been eliminated in full upon combination, and transactions between entities under common control have been\nreflected at their carrying amounts at the date of transfer, with no step-up to fair value. Accordingly, our combined financial statements\ndo not necessarily represent the financial position, results of operations or cash flows that we would have reported on a stand-alone\nconsolidated legal basis, and they may not be indicative of our future performance following completion of the restructuring and operation\nof the Group under its current legal structure.

The functional currency of each entity within\nthe Group is the Uzbek Soum (“UZS”), which reflects the primary economic environment in which each entity generates and expends\ncash. Our reporting currency is the U.S. Dollar. Assets and liabilities are translated at period-end exchange rates, and income and expenses\nat average rates for the period, with resulting translation differences recognized in other comprehensive income and accumulated within\nshareholders’ equity.

Key Factors Affecting Our Results of Operations

Tourism and overall travel demand

Our revenue is substantially derived from hotel\nroom occupancy, food and beverage sales, and events and exhibition activity, each of which is sensitive to inbound and domestic travel\ndemand, regional business activity, and the calendar of conferences, exhibitions and other events hosted in Tashkent and Bukhara.

Hotel demand, occupancy and pricing in our markets

Our hospitality results depend principally on\nthe number of rooms we sell and the rates we achieve. Both are sensitive to the supply of competing hotel rooms in Tashkent and Bukhara,\nto corporate and group demand, and to broader travel patterns. During the six months ended June 30, 2026, rooms sold at Hilton Tashkent\ndeclined to 27,193 from 29,409 in the comparable prior-year period, and occupancy declined to approximately 58% from approximately 63%.\nManagement attributes the decline principally to the entry of new luxury supply in Tashkent, including Swissotel, JW Marriott and Mercure\nTashkent North, to aggressive pricing by an existing competitor, and to the cancellation and postponement of corporate projects. We expect\ncompetition for rooms and events business in Tashkent to remain intense as additional international-branded supply enters the market.

Seasonality

Our business is seasonal. Demand for accommodation,\nfood and beverage and events services is materially lower in the first quarter than in the balance of the year, particularly in Bukhara,\nwhere the first quarter is a low-demand period. Revenue for the three months ended June 30, 2026 represented approximately 65% of revenue\nfor the six months ended June 30, 2026. Because a substantial portion of our operating cost base does not vary with occupancy, our margins\ncompress significantly in low-demand periods and expand in high-demand periods. Results for any interim period are therefore not necessarily\nindicative of results to be expected for a full year.

Timing of the exhibition calendar

Revenue in our exhibition segment depends on the\nnumber, scale and timing of exhibitions and events held at our venue in a given period. The exhibition calendar is not evenly distributed\nacross the year and shifts between periods. A significant number of events held in the first and second quarters of 2025 were scheduled\nlater in 2026, which reduced Exhibition segment revenue for the six months ended June 30, 2026 relative to the comparable prior-year period.\nPeriod-over-period comparisons of Exhibition segment revenue are therefore materially affected by calendar timing rather than by underlying\ndemand.

Operating leverage and cost structure

A substantial portion of our cost of sales —\nincluding operational payroll, depreciation, royalty expense and utilities — is fixed or semi-fixed over the short term. As a result,\nchanges in revenue have a disproportionate effect on gross profit and operating income. In the six months ended June 30, 2026, revenue\ndeclined 6.2% while cost of sales increased 6.8%, and gross margin declined to 38.4% from 45.9%.

Foreign currency exposure

Substantially all of our revenue and operating\ncosts are denominated in UZS, while our principal borrowings are denominated in U.S. dollars. Movements in the UZS/U.S. Dollar exchange\nrate therefore affect both the translation of our results into our reporting currency and the remeasurement of foreign-currency monetary\nbalances, which is recognized in net foreign exchange gain or loss. We recorded a net foreign exchange loss of $324 thousand for the six\nmonths ended June 30, 2026, compared with a net foreign exchange gain of $688 thousand for the six months ended June 30, 2025, a period-over-period\nswing of $1,012 thousand. As of June 30, 2026, our net foreign-currency monetary liability position was $26,663 thousand, compared with\n$32,462 thousand as of December 31, 2025.

Capital structure and financing costs

We have historically funded capital expenditures\nand working capital needs through a combination of operating cash flow, loans payable to Halyk Bank of Kazakhstan (“HBK”),\nand capital contributions from and balances with related parties under common control of the UBO.

Taxation

We are subject to Uzbek corporate income tax at\na statutory rate of 15%. ADW, the entity that owns and operates Hilton Tashkent, was granted an exemption from all types of taxes, including\nvalue-added tax and income tax, under a Presidential Decree issued in 2017 in relation to its construction and operation; that exemption\nwas valid through January 1, 2025. The expiry of the exemption, together with the recognition of deferred taxes, affects the comparability\nof our effective tax rate across periods.

Concentration risk

We conduct all of our operations in Uzbekistan,\nand a portion of our revenue and receivables has historically been concentrated with a single customer, SKY EVENTS LLC, which accounted\nfor approximately 12% of our total revenue for the fiscal year ended December 31, 2025.

Components of Our Results of Operations

Revenue

Room (accommodation) revenue relates to the provision\nof lodging services and is recognized over time, on a daily basis, as rooms are occupied. Where bookings include breakfast, the transaction\nprice is allocated between lodging and breakfast using the residual approach. For non-refundable bookings, revenue is recognized when\nthe stay occurs or when cancellation or no-show rights lapse. Loyalty programs provide customers with a material right, and a portion\nof the transaction price is therefore deferred and recognized when points are redeemed or expire.

Food and beverage revenue includes restaurant,\nroom service, minibar and bar sales, and is recognized at a point in time when goods are delivered and services are rendered.

Events revenue includes venue rental and related\nservices such as catering, equipment rental and event support services. These services are treated as a single performance obligation,\nand revenue is recognized over time, typically on a straight-line basis over the event period.

Other services revenue includes laundry, spa,\ngym and the rental of facilities and office space, and is generally recognized at a point in time when the service is rendered, except\nfor services such as space rental, which are recognized over time as the customer simultaneously receives and consumes the benefits.

Cost of sales

Cost of sales consists of expenses directly associated\nwith providing hospitality services and operating the exhibition center, including labor and related employee benefits for operational\nstaff, food and beverage costs, guest supplies, laundry and cleaning services, depreciation of operating assets, directly attributable\ntaxes, royalty expense payable under our franchise agreements, utilities and other direct expenses. These costs are recognized as incurred.

Selling, general and administrative expenses

Selling, general and administrative expenses consist\nof costs not directly attributable to providing hospitality services or operating the exhibition center, including corporate and administrative\nsalaries and related employee benefits, marketing and advertising costs, professional and consultancy fees, office and information technology\nexpenses, insurance and other general overhead. We expect these expenses to increase in absolute terms and as a percentage of revenue\nfollowing this offering as we incur the costs of operating as a public company, including increased legal, accounting, insurance, investor\nrelations and compliance costs.

Provision for bad debts, net

Provision for bad debts, net represents the net\ncharge recognized in the period in respect of expected credit losses on accounts receivable and notes receivable, measured under the current\nexpected credit loss model.

Other operating expenses, net

Other operating expenses, net consists of items\noutside the ordinary course of delivering hospitality and exhibition services, including gains and losses on the disposal and write-off\nof property and equipment, write-offs of receivables and payables, non-recurring charges, and other miscellaneous operating income and\nexpense.

Interest income and interest expense

Interest income consists principally of interest\nearned on notes receivable and interest-bearing balances due from related parties, together with the unwinding of discounts on those instruments.\nInterest expense consists principally of interest incurred on our bank borrowings, net of amounts capitalized during construction.

Net foreign exchange gain/(loss)

Net foreign exchange gain or loss reflects the\nremeasurement into UZS of monetary assets and liabilities denominated in currencies other than each entity’s functional currency,\nprincipally U.S. dollar-denominated borrowings and receivables.

Income tax expense

Income tax expense comprises current and deferred\nincome tax. Current tax is measured at the enacted Uzbek statutory rate of 15%. Deferred taxes are recognized on temporary differences\nbetween the financial reporting bases of assets and liabilities and their respective tax bases, measured at the rates expected to apply\nwhen the differences reverse, with a valuation allowance recorded to the extent realization is not more likely than not.

Results of Operations

Amounts are presented as reported in the combined\nstatements of operations, with expenses shown in parentheses. The change columns present the arithmetic movement in each line item; accordingly,\nan increase in an expense is shown as a negative change.

Comparison of the Three Months Ended June 30, 2026 and 2025

The following table sets forth our combined results\nof operations for the periods indicated:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(in thousands)	Three Months Ended June 30, 2026			Three Months Ended June 30, 2025		$ Change	% Change
Revenue		11,246			12,769		(1,523	)	(11.9	)%
Cost of sales		(5,973	)		(5,585	)	(388	)	(6.9	)%
Gross profit		5,273			7,184		(1,911	)	(26.6	)%
Selling, general and administrative expenses		(1,063	)		(869	)	(194	)	(22.3	)%
Provision for bad debts, net		(186	)		(44	)	(142	)	n/m
Other operating expenses, net		(233	)		(583	)	350		60.0	%
Operating income		3,791			5,688		(1,897	)	(33.3	)%
Interest income		562			350		212		60.6	%
Interest expense		(540	)		(741	)	201		27.1	%
Other expenses, net		—			22		(22	)	n/m
Net foreign exchange gain/(loss)		312			691		(379	)	(54.8	)%
Income before income taxes		4,125			6,010		(1,885	)	(31.4	)%
Income tax expense		(946	)		(1,012	)	66		6.5	%
Net income		3,179			4,998		(1,819	)	(36.4	)%
Other comprehensive income/(loss), net of tax — currency translation difference		1,657			1,657		—		n/m
Comprehensive income		4,836			6,655		(1,819	)	(27.3	)%

Revenue

Revenue decreased by $1,523 thousand, or 11.9%,\nto $11,246 thousand for the three months ended June 30, 2026 from $12,769 thousand for the three months ended June 30, 2025. The following\ntable disaggregates revenue by major revenue stream:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(in thousands)	Three Months Ended June 30, 2026		Three Months Ended June 30, 2025		$ Change	% Change
Room (accommodation)		5,237		6,407		(1,170	)	(18.3	)%
Events		4,332		4,524		(192	)	(4.2	)%
Food, beverage and other		1,677		1,838		(161	)	(8.8	)%
Total revenue		11,246		12,769		(1,523	)	(11.9	)%

Room revenue decreased by $1,170 thousand, or\n18.3%, and was the principal driver of the decline in total revenue for the quarter. At Hilton Tashkent, rooms sold declined to 14,400\nfrom 17,295 and occupancy declined to approximately 61% from approximately 74%, reducing hotel services revenue by approximately 23%.\nManagement attributes the decline to the entry of new luxury supply in Tashkent, to aggressive pricing by an existing competitor and to\nthe cancellation and postponement of corporate projects. Wyndham Bukhara partially offset this, growing revenue on a 20% increase in average\ndaily rate that more than offset a decline in occupancy.

Events revenue decreased by $192 thousand, or\n4.2%. Banquet revenue at Hilton Tashkent increased notwithstanding a reduction in Grand Ballroom and conference room days sold, indicating\na more favorable event mix and higher average checks, and the quarter included the first revenue from the Solara Pool, which commenced\noperations on June 6, 2026. This was more than offset by a decline in Exhibition segment revenue, which reflects the rescheduling of exhibitions\nheld in the second quarter of 2025 into the second half of 2026.

Food, beverage and other revenue decreased by\n$161 thousand, or 8.8%, principally reflecting lower restaurant volumes at Hilton Tashkent, consistent with the decline in occupancy and\nreduced corporate activity.

Cost of sales and gross profit

Cost of sales increased by $388 thousand, or 6.9%,\nto $5,973 thousand for the three months ended June 30, 2026 from $5,585 thousand for the three months ended June 30, 2025, notwithstanding\nthe 11.9% decline in revenue. As a percentage of revenue, cost of sales increased to 53.1% from 43.7%. Operating supplies and consumables\nincreased by $171 thousand, or 13.8%, other cost of sales by $224 thousand, or 30.5%, and utilities by $83 thousand, or 25.7%, partly\noffset by a $107 thousand, or 19.3%, reduction in taxes other than income tax and a $55 thousand, or 14.7%, reduction in royalty expense.\nIn the Exhibition segment, cost of sales increased as operating and event costs were incurred in the quarter in respect of exhibitions\nscheduled for later in 2026. Cost of sales at Wyndham Bukhara declined over the quarter.

As a result, gross profit decreased by $1,911\nthousand, or 26.6%, to $5,273 thousand, and gross margin declined to 46.9% from 56.3%, a decline of 9.4 percentage points. The decline\nreflects revenue falling against a substantially fixed cost base, together with the effect of the reallocation of employees from administrative\nto operational departments effective January 1, 2026, for which the comparative period has not been restated.

Selling, general and administrative expenses

Selling, general and administrative expenses increased\nby $194 thousand, or 22.3%, to $1,063 thousand for the three months ended June 30, 2026 from $869 thousand for the three months ended\nJune 30, 2025, and increased as a percentage of revenue to 9.5% from 6.8%. Employee compensation and benefits increased by $247 thousand\nto $580 thousand and was the principal driver, while other taxes fell to nil from $99 thousand. Management attributes the increase principally\nto higher employee salary costs at Wyndham Bukhara, together with higher administrative salaries in the Exhibition segment and $13 thousand\nof holding-company costs at TEG SPV for which there is no prior-period comparative. Selling, general and administrative expenses at Hilton\nTashkent were broadly flat, as lower payroll and consulting costs offset higher materials and other employee costs, and advertising was\nstable year over year as lower franchise charges offset higher spend with other providers.

Provision for bad debts

Provision for bad debts, net increased by $142\nthousand to $186 thousand for the three months ended June 30, 2026 from $44 thousand for the three months ended June 30, 2025. The charge\nis heavily weighted to the second quarter, as the combined charge for the six months ended June 30, 2026 was $175 thousand, and arose\nprincipally at Hilton Tashkent.

Other operating expenses

Other operating expenses, net decreased by $350\nthousand, or 60.0%, to $233 thousand for the three months ended June 30, 2026 from $583 thousand for the three months ended June 30, 2025.\nThe decrease reflects the non-recurrence of charges recorded in the Exhibition segment in the prior-year quarter, partially offset by\nan increase at Hilton Tashkent, which recorded a loss of approximately $145 thousand on the demolition and write-off of part of the Tumbler\nrestaurant structure in connection with the construction of the Solara Pool.

Operating income

Operating income decreased by $1,897 thousand,\nor 33.3%, to $3,791 thousand for the three months ended June 30, 2026 from $5,688 thousand for the three months ended June 30, 2025, and\noperating margin declined to 33.7% from 44.5%. The $1,911 thousand contraction in gross profit and the $194 thousand increase in selling,\ngeneral and administrative expenses were only partly offset by the $350 thousand reduction in other operating expenses, net.

Non-operating items and income taxes

Interest income increased by $212 thousand, or\n60.6%, to $562 thousand, arising entirely at Hilton Tashkent on loans issued to related parties. Interest expense decreased by $201 thousand,\nor 27.1%, to $540 thousand, consistent with the reduction in the outstanding principal balance of our bank facility. We recorded a net\nforeign exchange gain of $312 thousand for the three months ended June 30, 2026, compared with a gain of $691 thousand for the three months\nended June 30, 2025, a reduction of $379 thousand, as gross exchange gains declined and gross exchange losses increased. Other expenses,\nnet was nil for the three months ended June 30, 2026, compared with net other income of $22 thousand for the three months ended June 30,\n2025.

Income tax expense decreased by $66 thousand,\nor 6.5%, to $946 thousand, far less than the 31.4% decline in income before income taxes, lifting our effective tax rate to 22.9% from\n16.8%.

Net income and comprehensive income

Net income decreased by $1,819 thousand, or 36.4%,\nto $3,179 thousand for the three months ended June 30, 2026 from $4,998 thousand for the three months ended June 30, 2025. As with the\nsix-month period, the decline in operating income was partially cushioned by higher non-operating related-party interest income and lower\ninterest expense.

We recognized other comprehensive income of $1,657\nthousand and $1,657 thousand for the three months ended June 30, 2026 and 2025, respectively, in each case consisting solely of the currency\ntranslation difference arising on translation of our operations from the Uzbek Soum into our U.S. Dollar reporting currency. Comprehensive\nincome accordingly decreased by $1,819 thousand, or 27.3%, to $4,836 thousand from $6,655 thousand. Because the translation difference\nis driven by movements in the UZS/U.S. Dollar exchange rate rather than by operating performance, comprehensive income is materially more\nvolatile than net income between periods.

Our results are materially seasonal, and the second\nquarter is our strongest interim period. Revenue for the three months ended June 30, 2026 represented approximately 65% of revenue for\nthe six months then ended, and net income for the quarter of $3,179 thousand represented approximately 88% of net income for the six-month\nperiod, reflecting the substantially fixed cost base carried through the low-demand first quarter. The effect is more pronounced on a\ncomprehensive income basis: comprehensive income of $4,836 thousand for the quarter exceeded comprehensive income of $3,387 thousand for\nthe six-month period, because the currency translation difference recognized in the first quarter was a loss of $1,876 thousand against\na gain of $1,657 thousand in the second quarter. Results for the three months ended June 30, 2026 are therefore not indicative of results\nto be expected for any other quarter or for the full year.

Comparison of the Six Months Ended June 30, 2026 and 2025

The following table sets forth our combined results\nof operations for the periods indicated:

(in thousands)	Six Months Ended June 30, 2026			Six Months Ended June 30, 2025		$ Change	% Change
Revenue		17,375			18,525		(1,150	)	(6.2	)%
Cost of sales		(10,706	)		(10,026	)	(680	)	(6.8	)%
Gross profit		6,669			8,499		(1,830	)	(21.5	)%
Selling, general and administrative expenses		(1,942	)		(1,416	)	(526	)	(37.1	)%
Provision for bad debts, net		(175	)		(94	)	(81	)	(86.2	)%
Other operating expenses, net		(458	)		(661	)	203		30.7	%
Operating income		4,094			6,328		(2,234	)	(35.3	)%
Interest income		2,391			678		1,713		252.7	%
Interest expense		(1,229	)		(1,515	)	286		18.9	%
Other expenses, net		—			22		(22	)	n/m
Net foreign exchange gain/(loss)		(324	)		688		(1,012	)	n/m
Income before income taxes		4,932			6,201		(1,269	)	(20.5	)%
Income tax expense		(1,326	)		(1,049	)	(277	)	(26.4	)%
Net income		3,606			5,152		(1,546	)	(30.0	)%
Other comprehensive income/(loss), net of tax — currency translation difference		(219	)		1,719		(1,931	)	n/m
Comprehensive income		3,387			6,871		(3,484	)	(50.7	)%

Revenue

Revenue decreased by $1,150 thousand, or 6.2%,\nto $17,375 thousand for the six months ended June 30, 2026 from $18,525 thousand for the six months ended June 30, 2025. The following\ntable disaggregates revenue by major revenue stream:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(in thousands)	Six Months Ended June 30, 2026		Six Months Ended June 30, 2025		$ Change	% Change
Room (accommodation)		8,239		8,791		(552	)	(6.3	)%
Events		6,186		5,875		311		5.3	%
Food, beverage and other		2,950		3,859		(909	)	(23.6	)%
Total revenue		17,375		18,525		(1,150	)	(6.2	)%

Room revenue decreased by $552 thousand, or 6.3%,\nreflecting lower occupancy at Hilton Tashkent, where occupancy declined to approximately 58% from approximately 63% and rooms sold declined\nto 27,193 from 29,409, principally as a result of new competing luxury supply in Tashkent, aggressive pricing by an existing competitor\nand the cancellation and postponement of corporate projects. The decline was partially offset at Wyndham Bukhara, where average daily\nrate increased period over period, more than offsetting a decline in rooms sold.

Events revenue increased by $311 thousand, or\n5.3%. Banquet and catering activity at Hilton Tashkent increased, assisted by a single catering engagement in Samarkand that contributed\napproximately $1,585 thousand of revenue in the period and that we do not expect to recur. This increase was substantially offset by lower\nExhibition segment revenue, which declined as a result of the rescheduling of exhibitions from the first half of the year into the second\nhalf of 2026.

Food, beverage and other revenue decreased by\n$909 thousand, or 23.6%, principally reflecting lower restaurant volumes at Hilton Tashkent, consistent with the decline in occupancy\nand reduced corporate activity.

Cost of sales and gross profit

Cost of sales increased by $680 thousand, or 6.8%,\nto $10,706 thousand for the six months ended June 30, 2026 from $10,026 thousand for the six months ended June 30, 2025, notwithstanding\nthe 6.2% decline in revenue. As a percentage of revenue, cost of sales increased to 61.6% from 54.1%. The following table sets forth the\ncomponents of cost of sales:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(in thousands)	Six Months Ended June 30, 2026		Six Months Ended June 30, 2025		$ Change	% Change
Employee compensation and benefits		2,790		2,626		164		6.2	%
Operating supplies and consumables		2,268		2,037		231		11.3	%
Depreciation expense		2,074		2,088		(14	)	(0.7	)%
Taxes other than income tax		843		1,210		(367	)	(30.3	)%
Royalty expense		535		547		(12	)	(2.2	)%
Utilities expense		657		484		173		35.7	%
Other		1,539		1,034		505		48.8	%
Total cost of sales		10,706		10,026		680		6.8	%

The increase was concentrated in other cost of\nsales, which rose by $505 thousand, or 48.8%, operating supplies and consumables, which rose by $231 thousand, or 11.3%, and utilities,\nwhich rose by $173 thousand, or 35.7%. Employee compensation and benefits increased by $164 thousand or 6.2%, reflecting in part the reallocation\nof employees from administrative to operational departments effective January 1, 2026, for which the comparative period has not been restated.\nThese increases were partly offset by a $367 thousand, or 30.3%, reduction in taxes other than income tax. Management attributes the increase\nin operating supplies principally to an approximately 10% rise in average food procurement costs at Hilton Tashkent, and part of the increase\nin other cost of sales to hoteling works and services incurred in connection with the Samarkand catering engagement and related personnel\nsupport; cost of sales at Wyndham Bukhara declined over the period.

As a result, gross profit decreased by $1,830\nthousand, or 21.5%, to $6,669 thousand, and gross margin declined to 38.4% from 45.9%. The decline reflects the combination of lower revenue\nagainst a substantially fixed cost base and the effect of the payroll reallocation described above, for which the comparative period has\nnot been restated.

Selling, general and administrative expenses

Selling, general and administrative expenses increased\nby $526 thousand, or 37.1%, to $1,942 thousand for the six months ended June 30, 2026 from $1,416 thousand for the six months ended June\n30, 2025, and increased as a percentage of revenue to 11.2% from 7.6%. The following table sets forth the components:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(in thousands)	Six Months Ended June 30, 2026		Six Months Ended June 30, 2025		$ Change	% Change
Employee compensation and benefits		1,000		624		376		60.3	%
Advertising expenses		475		351		124		35.3	%
Other taxes		—		145		(145	)	n/m
Depreciation expense		4		19		(15	)	(78.9	)%
Other		463		277		186		67.1	%
Total selling, general and administrative expenses		1,942		1,416		526		37.1	%

Employee compensation and benefits increased by\n$376 thousand, or 60.3%, and was the principal driver of the increase. Other selling, general and administrative expenses increased by\n$186 thousand, or 67.1%, and advertising expenses by $124 thousand, or 35.3%. These increases were partly offset by the absence of other\ntaxes in the current period against $145 thousand in the prior-year period. Management attributes the overall increase to higher salary\ncosts and the write-off of receivables at Wyndham Bukhara, to holding-company costs of $130 thousand incurred at TEG SPV for which there\nis no prior-period comparative, and to higher advertising and bank service costs at Hilton Tashkent, partially offset by lower administrative\npayroll at Hilton Tashkent following the reallocation of employees into operational departments.

Provision for bad debts, net

Provision for bad debts, net increased by $81\nthousand, or 86.2%, to $175 thousand for the six months ended June 30, 2026 from $94 thousand for the six months ended June 30, 2025.\nThe increase arose principally at Hilton Tashkent and is consistent with the growth in accounts receivable balances during the period.

Other operating expenses, net

Other operating expenses, net decreased by $203\nthousand, or 30.7%, to $458 thousand for the six months ended June 30, 2026 from $661 thousand for the six months ended June 30, 2025.\nThe decrease reflects the non-recurrence of charges recorded in the Exhibition segment in the prior-year period, partially offset by an\nincrease at Hilton Tashkent, which recorded a loss of approximately $145 thousand on the demolition and write-off of part of the Tumbler\nrestaurant structure in connection with the construction of the Solara Pool, together with the write-off of damaged and obsolete assets.

Operating income

Operating income decreased by $2,234 thousand,\nor 35.3%, to $4,094 thousand for the six months ended June 30, 2026 from $6,328 thousand for the six months ended June 30, 2025, and operating\nmargin declined to 23.6% from 34.2%. The decline is attributable principally to Hilton Tashkent, reflecting the $1,830 thousand contraction\nin gross profit and the $526 thousand increase in selling, general and administrative expenses, partially offset by the $203 thousand\nreduction in other operating expenses, net.

Interest income

Interest income increased by $1,713 thousand,\nor 252.7%, to $2,391 thousand for the six months ended June 30, 2026 from $678 thousand for the six months ended June 30, 2025. The increase\narose entirely at Hilton Tashkent and reflects higher interest on loans issued to related parties, principally Aurum Global Group FE LLC\nand ADW-International Congress Hall LLC, together with related changes in the carrying values of those instruments and the unwinding of\ndiscounts. Approximately 76% of interest income for the six-month period was recognized in the first quarter, reflecting adjustments to\nthe carrying values of loans issued and the segregation of the non-current portion in that quarter.

Interest expense

Interest expense decreased by $286 thousand, or\n18.9%, to $1,229 thousand for the six months ended June 30, 2026 from $1,515 thousand for the six months ended June 30, 2025, reflecting\nthe reduction in the outstanding principal balance of our bank facility in accordance with its amortization schedule.

Net foreign exchange gain/(loss)

We recorded a net foreign exchange loss of $324\nthousand for the six months ended June 30, 2026, compared with a net foreign exchange gain of $688 thousand for the six months ended June\n30, 2025, a period-over-period swing of $1,012 thousand. The change principally reflects appreciation of the Uzbek Soum against the U.S.\nDollar and the resulting remeasurement of our net U.S. Dollar-denominated monetary liability position.

Income tax expense

Income tax expense increased by $277 thousand,\nor 26.4%, to $1,326 thousand for the six months ended June 30, 2026 from $1,049 thousand for the six months ended June 30, 2025, notwithstanding\na 20.5% decline in income before income taxes. Our effective tax rate increased to 26.9% from 16.9%. The prior-period rate was reduced\nby deferred tax movements, while the current period reflects the recognition of a deferred tax liability at Hilton Tashkent, partially\noffset by the recognition of a deferred tax asset in the Exhibition segment.

Net income and comprehensive income

Net income decreased by $1,546 thousand, or 30.0%,\nto $3,606 thousand for the six months ended June 30, 2026 from $5,152 thousand for the six months ended June 30, 2025. The decline in\nnet income is smaller than the decline in operating income because operating performance was partially offset by the $1,713 thousand increase\nin non-operating related-party interest income and the $286 thousand reduction in interest expense. Excluding those items, the deterioration\nin underlying trading performance was materially greater than the headline movement in net income suggests.

We recognized an other comprehensive loss of $219\nthousand for the six months ended June 30, 2026, compared with other comprehensive income of $1,719 thousand for the six months ended\nJune 30, 2025, in each case consisting solely of the currency translation difference arising on translation of our operations from the\nUzbek Soum into our U.S. Dollar reporting currency. Comprehensive income accordingly decreased by $3,484 thousand, or 50.7%, to $3,387\nthousand from $6,871 thousand — a decline materially steeper than the 30.0% decline in net income. The currency translation difference\nis recognized in other comprehensive income and accumulated within shareholders’ equity, and the $219 thousand loss recognized in\nthe period corresponds to the movement in the currency translation adjustment within equity from $1,321 thousand at December 31, 2025\nto $1,102 thousand at June 30, 2026.

Comparison of the Fiscal Years Ended December 31, 2025 and 2024

The following table sets forth our combined results\nof operations for the periods indicated:

(in thousands)	Fiscal Year Ended December 31, 2025			Fiscal Year Ended December 31, 2024		$ Change	% Change
Revenue		42,910			35,173		7,737		22.0	%
Cost of sales		(20,807	)		(18,117	)	(2,690	)	(14.8	)%
Gross profit		22,103			17,056		5,047		29.6	%
Selling, general and administrative expenses		(3,055	)		(3,338	)	283		8.5	%
Provision for bad debts, net		(369	)		(4	)	(365	)	n/m
Loss on classification as held for sale		—			(1,340	)	1,340		n/m
Other operating expenses, net		(1,232	)		(1,005	)	(227	)	(22.6	)%
Operating income		17,447			11,369		6,078		53.5	%
Interest income		998			274		724		264.2	%
Interest expense		(2,928	)		(3,134	)	206		6.6	%
Other expenses, net		(1,086	)		(724	)	(362	)	(50.0	)%
Net foreign exchange gain/(loss)		2,434			(2,034	)	4,468		n/m
Income before income taxes		16,865			5,751		11,114		193.3	%
Income tax expense		(2,501	)		(1,199	)	(1,302	)	(108.6	)%
Net income		14,364			4,552		9,812		215.6	%
Other comprehensive income/(loss), net of tax — currency translation difference		6,055			(3,554	)	9,609		n/m
Comprehensive income		20,419			998		19,421		n/m

Revenue

Revenue increased by $7,737 thousand, or 22.0%,\nto $42,910 thousand for the fiscal year ended December 31, 2025 from $35,173 thousand for the fiscal year ended December 31, 2024. The\nfollowing table disaggregates revenue by major revenue stream:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(in thousands)	Fiscal Year Ended December 31, 2025		Fiscal Year Ended December 31, 2024		$ Change	% Change
Rooms revenues		18,368		18,949		(581	)	(3.1	)%
Food and beverage revenues		16,164		11,981		4,183		34.9	%
Events and other revenue		8,378		4,243		4,135		97.5	%
Total revenue		42,910		35,173		7,737		22.0	%

The increase was driven by food and beverage revenue, which increased\nby $4,183 thousand, or 34.9%, and by events and other revenue, which increased by $4,135 thousand, or 97.5%, reflecting substantially\nhigher activity at our exhibition center, where segment revenue increased to $7,022 thousand from $2,885 thousand. Rooms revenue declined\nmodestly, by $581 thousand, or 3.1%, reflecting the increasingly competitive Tashkent hotel market.

Cost of sales and gross profit

Cost of sales increased by $2,690 thousand, or\n14.8%, to $20,807 thousand for the fiscal year ended December 31, 2025 from $18,117 thousand for the fiscal year ended December 31, 2024,\ngrowing more slowly than revenue. As a percentage of revenue, cost of sales declined to 48.5% from 51.5%, and gross margin improved to\n51.5% from 48.5%. The following table sets forth the components of cost of sales:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(in thousands)	Fiscal Year Ended December 31, 2025		Fiscal Year Ended December 31, 2024		$ Change	% Change
Employee compensation and benefits		6,006		5,150		856		16.6	%
Operating supplies and consumables		4,891		4,731		160		3.4	%
Depreciation expense		3,870		3,510		360		10.3	%
Taxes other than income tax		2,140		1,019		1,121		110.0	%
Royalty expense		1,382		1,133		249		22.0	%
Utilities expense		1,099		1,179		(80	)	(6.8	)%
Other		1,419		1,395		24		1.7	%
Total cost of sales		20,807		18,117		2,690		14.8	%

The increase in taxes other than income tax of\n$1,121 thousand, or 110.0%, principally reflects the expiry on January 1, 2025 of the tax exemption previously available to Hilton Tashkent.\nEmployee compensation and benefits increased by $856 thousand, or 16.6%, and royalty expense increased by $249 thousand, or 22.0%, in\nline with higher activity levels.

Selling, general and administrative expenses

Selling, general and administrative expenses decreased\nby $283 thousand, or 8.5%, to $3,055 thousand for the fiscal year ended December 31, 2025 from $3,338 thousand for the fiscal year ended\nDecember 31, 2024, and declined as a percentage of revenue to 7.1% from 9.5%. The following table sets forth the components:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(in thousands)	Fiscal Year Ended December 31, 2025		Fiscal Year Ended December 31, 2024		$ Change	% Change
Employee compensation and benefits		1,398		1,213		185		15.3	%
Advertising expense		820		1,052		(232	)	(22.1	)%
Other taxes		246		248		(2	)	(0.8	)%
Depreciation expense		39		36		3		8.3	%
Other		552		789		(237	)	(30.0	)%
Total selling, general and administrative expenses		3,055		3,338		(283	)	(8.5	)%

Other operating items

Provision for bad debts, net increased to $369\nthousand for the fiscal year ended December 31, 2025 from $4 thousand for the fiscal year ended December 31, 2024, reflecting growth in\nreceivable balances. In 2024 we recognized a loss on classification as held for sale of $1,340 thousand in respect of our administrative\nbuilding (the “AKFA Office”), the carrying amount of which was written down from $18,142 thousand to its fair value less costs\nto sell of $16,802 thousand; the sale was completed in March 2025 and no comparable charge arose in 2025. Other operating expenses, net\nincreased by $227 thousand, or 22.6%, to $1,232 thousand.

Operating income

Operating income increased by $6,078 thousand,\nor 53.5%, to $17,447 thousand for the fiscal year ended December 31, 2025 from $11,369 thousand for the fiscal year ended December 31,\n2024, and operating margin improved to 40.7% from 32.3%, reflecting revenue growth of 22.0% against a slower increase in cost of sales,\nlower selling, general and administrative expenses and the non-recurrence of the 2024 held-for-sale charge.

Non-operating items and income taxes

Interest income increased by $724 thousand to\n$998 thousand, reflecting growth in interest-bearing notes and related-party receivables. Interest expense decreased by $206 thousand,\nor 6.6%, to $2,928 thousand, reflecting the reduction in outstanding borrowings to $35,186 thousand from $39,246 thousand. We recorded\na net foreign exchange gain of $2,434 thousand in 2025 compared with a net foreign exchange loss of $2,034 thousand in 2024, a swing of\n$4,468 thousand, reflecting movements in the UZS/U.S. Dollar exchange rate applied to our net U.S. Dollar-denominated monetary liability\nposition. Other expenses, net increased by $362 thousand to $1,086 thousand.

Income tax expense increased by $1,302 thousand,\nor 108.6%, to $2,501 thousand, comprising current tax expense of $1,970 thousand and deferred tax expense of $531 thousand, compared with\ncurrent tax expense of $1,374 thousand and a deferred tax benefit of $175 thousand in 2024. Our effective tax rate declined to 14.8% from\n20.8%, principally because non-deductible expenses represented a smaller proportion of a substantially larger pre-tax income base.

Net income and comprehensive income

Net income increased by $9,812 thousand, or 215.6%,\nto $14,364 thousand for the fiscal year ended December 31, 2025 from $4,552 thousand for the fiscal year ended December 31, 2024. Comprehensive\nincome increased to $20,419 thousand from $998 thousand, reflecting a currency translation gain of $6,055 thousand in 2025 compared with\na currency translation loss of $3,554 thousand in 2024.

Segment Results

We manage our business through two reportable\nsegments. The Hospitality segment comprises the operation of our two hotel properties and the provision of related accommodation and guest\nservices, and generates revenue from all our revenue streams. The Exhibition segment comprises the operation of our exhibition center\nand generates revenue from events and related services. Segment results are presented on the basis used by our chief operating decision\nmaker and are reconciled to combined amounts prepared in accordance with GAAP in Note 5 to our condensed combined financial statements.\nBecause that reconciliation is presented to segment net income, we discuss revenue and net income by segment below.

Three Months Ended June 30, 2026 Compared with Three Months Ended\nJune 30, 2025

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(in thousands)	Three Months Ended June 30, 2026		Three Months Ended June 30, 2025		$ Change	% Change
Revenue
Hospitality		9,927		10,682		(755	)	(7.1	)%
Exhibition		1,318		2,087		(769	)	(36.8	)%
Total revenue		11,246		12,769		(1,523	)	(11.9	)%
Net income
Hospitality		2,986		4,462		(1,476	)	(33.1	)%
Exhibition		191		536		(345	)	(64.4	)%
Total net income		3,179		4,998		(1,819	)	(36.4	)%

Hospitality segment revenue decreased by $755\nthousand, or 7.1%, and segment net income decreased by $1,476 thousand, or 33.1%. The decline was concentrated at Hilton Tashkent, where\nrevenue decreased by $838 thousand, or 9.0%, as rooms sold fell to 14,400 from 17,295 and occupancy fell to approximately 61% from approximately\n74%, while cost of sales increased by $327 thousand, or 8.2%. Wyndham Bukhara grew revenue by $84 thousand, or 6.2%, to $1,437 thousand\non a 20% increase in average daily rate. Holding-company costs incurred at TEG SPV, which was established in October 2025 and therefore\nhas no comparative in the prior-year quarter, are included within the Hospitality segment result.

Exhibition segment revenue decreased by $769 thousand,\nor 36.8%, and segment net income decreased by $345 thousand, or 64.4%. The revenue decline is a matter of calendar timing rather than\nunderlying demand: a significant number of events were held in April, May and June 2025, whereas the corresponding 2026 exhibitions fall\nin June, July and September. Segment cost of sales nevertheless increased in the quarter, reflecting operating and event costs incurred\nin respect of exhibitions scheduled for later in 2026, which compressed segment margin. We expect the timing effect on revenue to reverse\nin the second half of 2026.

Six Months Ended June 30, 2026 Compared with Six Months Ended\nJune 30, 2025

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(in thousands)	Six Months Ended June 30, 2026		Six Months Ended June 30, 2025		$ Change	% Change
Revenue
Hospitality		14,791		15,737		(946	)	(6.0	)%
Exhibition		2,584		2,788		(204	)	(7.3	)%
Total revenue		17,375		18,525		(1,150	)	(6.2	)%
Net income
Hospitality		2,841		4,678		(1,837	)	(39.3	)%
Exhibition		765		474		291		61.4	%
Total net income		3,606		5,152		(1,546	)	(30.0	)%

Hospitality segment revenue decreased by $946\nthousand, or 6.0%, and segment net income decreased by $1,837 thousand, or 39.3%. The decline was concentrated at Hilton Tashkent, where\nrevenue decreased by $998 thousand, or 7.2%, on lower occupancy and a 31.5% decline in restaurant revenue, while cost of sales increased\nby $925 thousand, or 13.4%. Wyndham Bukhara grew revenue by $52 thousand, or 2.9%, on higher average daily rate, and improved its gross\nmargin to 23.2% from 8.7%, but the improvement was absorbed by an increase in its selling, general and administrative expenses to $406\nthousand from $203 thousand, arising from higher salary costs and the write-off of receivables. Holding-company costs of $130 thousand\nincurred at TEG SPV, which was established in October 2025 and therefore has no comparative in the prior-year period, are included within\nthe Hospitality segment result.

Exhibition segment revenue decreased by $204 thousand,\nor 7.3%, reflecting the rescheduling of exhibitions from the first half of the year into the second half of 2026. Segment net income nevertheless\nincreased by $291 thousand, or 61.4%, principally because non-recurring charges recorded in the prior-year period did not repeat. As of\nJune 30, 2026, the Exhibition segment carried contract liabilities in respect of exhibitions scheduled for later in 2026.

Fiscal Year Ended December 31, 2025 Compared with Year Ended\nDecember 31, 2024

For the fiscal year ended December 31, 2025, the\nhospitality segment contributed $12,220 thousand of combined net income and the Exhibition segment contributed $2,144 thousand, compared\nwith $5,033 thousand and a loss of $481 thousand, respectively, for the fiscal year ended December 31, 2024. Hospitality segment revenue\nincreased to $35,913 thousand from $35,011 thousand, while Exhibition segment revenue increased to $7,022 thousand from $2,885 thousand,\nreflecting a substantially fuller exhibition calendar in 2025. Segment results are presented on the basis used by our chief operating\ndecision maker and are reconciled to combined amounts prepared in accordance with GAAP in Note 5 to our combined financial statements.\nSegment revenue above is presented on that basis and totaled $42,935 in 2025 and $37,896 in 2024, compared with combined revenue determined\nin accordance with GAAP of $42,910 and $35,173, respectively; the differences of $25 and $2,723 are GAAP adjustments that are not allocated\nto segments. Segment net income above is stated after those adjustments and is therefore presented on a GAAP basis.

Liquidity and Capital Resources

Overview

Our principal sources of liquidity have historically\nbeen cash generated from operating activities, collections on notes receivable and related-party receivables, proceeds from asset disposals\nand borrowings under our bank facility. Our principal uses of cash have been the repayment of borrowings, distributions to our owner,\ncapital expenditures on our properties and the origination of loans to related parties.

As of June 30, 2026, we had cash and cash equivalents\nof $883 thousand, compared with $1,718 thousand as of December 31, 2025. Working capital — total current assets less total current\nliabilities — was $5,568 thousand as of June 30, 2026, compared with $13,766 thousand as of December 31, 2025, and our current ratio\ndeclined to 1.24 from 1.53. The reduction principally reflects the collection and redeployment of related-party and notes receivable balances\nduring the period, the proceeds of which were applied to repay borrowings and to fund distributions to our owner.

We believe that our existing cash and cash equivalents,\nand cash generated from operating activities will be sufficient to meet our anticipated\ncash requirements for at least the next twelve months. Our future capital requirements will depend on many factors, including the pace\nof our capital expenditure program, our ability to collect amounts due from related parties on their contractual terms, the seasonality\nof our operating cash flows and the amortization profile of our indebtedness. We may in the future seek additional debt or equity financing,\nwhich may not be available on terms acceptable to us or at all.

Operating activities

Net cash provided by operating activities was\n$8,025 thousand for the six months ended June 30, 2026, compared with $4,578 thousand for the six months ended June 30, 2025. The increase\nof $3,447 thousand was achieved despite a $1,546 thousand decline in net income and reflects a favorable swing in working capital, principally\na $998 thousand source of cash from accounts receivable in 2026 compared with a $1,721 thousand use of cash in 2025, and a $508 thousand\nsource of cash from prepaid expenses and other current assets in 2026 compared with a $2,767 thousand use of cash in 2025. Non-cash adjustments\nin the 2026 period included depreciation of $2,083 thousand and the add-back of $2,391 thousand of interest income and $1,229 thousand\nof interest expense. Income taxes payable increased by $1,063 thousand. Cash paid for income taxes was $25 thousand for the six months\nended June 30, 2026, compared with $58 thousand for the six months ended June 30, 2025, and cash paid for interest, net of capitalized\ninterest, was $1,266 thousand, compared with $1,507 thousand.

Net cash provided by operating activities was\n$14,825 thousand for the fiscal year ended December 31, 2025, compared with $13,313 thousand for the fiscal year ended December 31, 2024,\nan increase of $1,512 thousand. Higher net income of $14,364 thousand, compared with $4,552 thousand, was substantially offset by working\ncapital movements, including a $5,878 thousand use of cash in accounts payable and other liabilities and a $2,763 thousand use of cash\nin accounts receivable.

Investing activities

Net cash provided by investing activities was\n$7,793 thousand for the six months ended June 30, 2026, compared with $2,219 thousand for the six months ended June 30, 2025. In the six\nmonths ended 2026 we received $19,346 thousand from collections of notes receivable and $237 thousand from sales of property and equipment,\noffset by $9,354 thousand of originations of notes receivable and $2,436 thousand of purchases of property and equipment. Capital expenditures\nin the period related principally to the construction of the Solara Pool at Hilton Tashkent, which commenced operations on June 6, 2026.

Net cash provided by investing activities was\n$792 thousand for the fiscal year ended December 31, 2025, compared with net cash used in investing activities of $16,245 thousand for\nthe fiscal year ended December 31, 2024. The 2025 period included $16,324 thousand of proceeds from sales of property and equipment, principally\nthe sale of the AKFA Office completed in March 2025, and a $4,667 thousand refund of construction advances, offset by $22,062 thousand\nof originations of notes receivable. The 2024 period included $24,971 thousand of purchases of property and equipment, partially offset\nby $16,802 thousand of advance consideration received in respect of the AKFA Office.

Financing activities

Net cash used in financing activities was $16,509\nthousand for the six months ended June 30, 2026, compared with $7,227 thousand for the six months ended June 30, 2025. The 2026 period\ncomprised $9,696 thousand of repayments of loans payable and $6,854 thousand of distributions to our owner, partially offset by $41 thousand\nof proceeds from loans payable.

Net cash used in financing activities was $14,847\nthousand for the fiscal year ended December 31, 2025, compared with net cash provided by financing activities of $2,720 thousand for the\nfiscal year ended December 31, 2024. The 2025 period comprised $10,346 thousand of owner distributions, $4,205 thousand of repayments\nof loans payable and $296 thousand of returns of capital. The 2024 period included $11,701 thousand of capital contributions from the\nGroup’s other entities, partially offset by $6,885 thousand of owner distributions and $2,167 thousand of repayments of loans payable.

Indebtedness

Our indebtedness consists primarily of U.S. Dollar-denominated\nterm loans from Halyk Bank of Kazakhstan (“HBK”) bearing interest at a fixed rate of 7.5% per annum and maturing on September\n15, 2028. Total loans payable were $25,506 thousand as of June 30, 2026, comprising $25,497 thousand of HBK borrowings and $9 thousand\nof other borrowings, of which $10,217 thousand was classified as current. This compares with $35,186 thousand as of December 31, 2025,\nof which $14,705 thousand was classified as current, and $39,246 thousand as of December 31, 2024.

Our obligations under the HBK facility are secured\nby ADW’s building and property, with a carrying amount of $51,354 thousand as of June 30, 2026 and $50,271 thousand as of December\n31, 2025, and by a pledge of the equity interests in AKFA DREAM WORLD LLC with a carrying amount of $7,012 thousand as of each date. We\nhad no financial assets or liabilities bearing variable interest rates as of December 31, 2025 or 2024.

Related-party balances

As of June 30, 2026, amounts due from related\nparties were $19,698 thousand, compared with $26,962 thousand as of December 31, 2025, and notes receivable were $1,331 thousand, compared\nwith $5,022 thousand. Amounts due to related parties were $1,871 thousand as of June 30, 2026, compared with $1,840 thousand as of December\n31, 2025. Our principal related-party lending counterparties are Aurum Global Group FE LLC and ADW-International Congress Hall LLC, each\nan entity under the common control of our UBO. These balances are material to our liquidity, and the timing of their settlement is not\nwithin our control. See “Certain Relationships and Related Party Transactions” and Note 22 to our combined financial statements.

Distributions

We distributed $6,854 thousand to our owner during\nthe six months ended June 30, 2026 and $10,728 thousand during the fiscal year ended December 31, 2025. A portion of these amounts represents\nexpenses paid by the Group on behalf of our UBO, which are recorded as owner distributions in the combined statements of changes in shareholders’\nequity. In April 2026 our Board of Directors approved a Related Party Transactions Policy and a Dividend Policy, which will govern distributions\nin the future.

Contractual Obligations and Commitments

The following table summarizes the contractual\nmaturities of our loans payable as of June 30, 2026, assuming all extension options available under the agreements are exercised. The\namounts shown are principal only and exclude future interest payments.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(in thousands)	Amount
Twelve months ending June 30, 2027		10,217
Twelve months ending June 30, 2028		10,239
Twelve months ending June 30, 2029		5,050
Total loans payable		25,506

In addition to the obligations set forth above,\nwe enter into purchase and service arrangements and franchise arrangements in the ordinary course of business, and we incur royalty obligations\nunder our franchise agreements with the Hilton and Wyndham brands. We are also subject to Uzbek tax, currency and customs legislation,\nwhich is subject to varying interpretations and may be applied inconsistently by the tax authorities. See “Risk Factors” and\nNote 19 to our combined financial statements.

Off-Balance Sheet Arrangements

In March 2025, we guaranteed the obligations of\na related party under a $100,000 thousand term facility agreement entered into with HBK, and we repledged the same ADW property that secures\nour own borrowings. The related party is under the common control of our UBO but is not included within the Group. We do not receive consideration\nfor issuing the guarantee and have no recourse against the related party in the event any amounts are required to be paid under the arrangement.\nUnder the terms of the guarantee, we, together with certain other entities under common control, are jointly and severally liable in the\nevent the related party fails to meet its obligations under the facility. The guarantee remains in effect through December 31, 2031, and\nmaximum potential future payments under the guarantee are $100,000 thousand, plus accrued interest, fees and penalties. No liability has\nbeen recognized in respect of this guarantee as of the inception date, as of December 31, 2025 or as of June 30, 2026.

The maximum potential exposure under this\nguarantee substantially exceeds our total shareholders’ equity as of June 30, 2026. A demand under the guarantee, or an\nenforcement action against the repledged property, would have a material adverse effect on our financial condition, results of\noperations and liquidity. See “Risk Factors.”

Other than the guarantee described above, we\ndo not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our\nfinancial condition, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Estimates

The preparation of our combined financial statements\nin conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the\ndisclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. We base our estimates on historical\nexperience and other assumptions we believe to be reasonable under the circumstances, and actual results may differ. We believe the following\naccounting estimates involve the most significant judgments used in the preparation of our combined financial statements.

Allowance for expected credit losses

We recognize an allowance for expected credit\nlosses on financial assets measured at amortized cost, including accounts receivable and notes receivable, under the current expected\ncredit loss model. For accounts receivable, we apply a provision matrix, grouping receivables into portfolios with similar risk characteristics\nand stratifying them by aging category, and we discount the gross carrying amounts using the relevant interest rates published by the\nCentral Bank of Uzbekistan to reflect the loss given default arising from delayed settlement. For notes receivable, we apply a counterparty-specific\napproach that incorporates past due status, credit quality indicators and industry and geographic risk factors. The estimate incorporates\nreasonable and supportable forecasts, including macroeconomic indicators such as GDP growth in Uzbekistan. Changes in these assumptions,\nparticularly those relating to economic conditions or customer payment patterns, may result in material adjustments to the allowance in\nfuture periods. As of June 30, 2026, the allowance for credit losses was $647 thousand against gross accounts receivable of $5,088 thousand,\ncompared with $390 thousand against $4,250 thousand as of December 31, 2025, and $18 thousand against notes receivable, compared with\n$68 thousand as of December 31, 2025. Our accounts receivable and notes receivable balances, together with amounts due from related parties,\nrepresented a substantial portion of our current assets at each date.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary\ncourse of business, principally foreign currency risk, interest rate risk, credit risk and liquidity risk.

Foreign currency risk

The functional currency of each of our operating\nentities is the Uzbek Soum, while our borrowings and certain other monetary balances are denominated in U.S. Dollars. As a result, movements\nin the UZS/U.S. Dollar exchange rate affect both the translation of our results into our reporting currency and the remeasurement of foreign-currency\nmonetary balances through profit or loss.

As of June 30, 2026, our foreign-currency denominated\nmonetary assets were $120 thousand and our foreign-currency denominated monetary liabilities were $26,783 thousand, giving a net monetary\nliability position of $26,663 thousand, compared with $3,431 thousand, $35,893 thousand and $32,462 thousand, respectively, as of December\n31, 2025. Based on our net position as of June 30, 2026, a hypothetical 10% strengthening or weakening of the U.S. Dollar against the\nUzbek Soum, with all other variables held constant, would have resulted in a foreign exchange loss or gain of approximately $2,666 thousand.\nWe do not currently use derivative instruments to hedge our foreign currency exposure.

Credit risk

Credit risk arises from accounts receivable, other\nreceivables, notes receivable, amounts due from related parties and cash and cash equivalents, and our maximum exposure is represented\nby the carrying amounts of those financial assets. We conduct all of our operations in the Republic of Uzbekistan, and our cash is held\nwith financial institutions in Uzbekistan, which exposes us to concentration risk. We generally provide credit terms of 15 to 30 days\nfrom the invoice date for corporate customers, and we perform ongoing credit evaluations of our customers. Individual customers are expected\nto prepay or pay at the time of the service. A significant portion of our receivables is concentrated in amounts due from entities under\nthe common control of our UBO, the financial condition and results of operations for such entities are not reflected in our combined financial\nstatements.

Liquidity risk

Liquidity risk is the risk that we will encounter\ndifficulty in meeting obligations associated with our financial liabilities as they fall due. Our approach to liquidity management is\nto maintain sufficient liquidity to meet our obligations under both normal and stressed conditions without incurring unacceptable losses\nor damage to our reputation. We depend on operating cash flow, on collections of related-party and notes receivable, and on our continued\naccess to financing to meet scheduled debt amortization and working capital requirements.

Inflation

Inflation in Uzbekistan affects our operating\ncosts, including payroll, food and beverage procurement costs and utilities. During the six months ended June 30, 2026, average food procurement\ncosts increased by approximately 10% compared with the six months ended June 30, 2025. While we seek to pass increases in costs through\nto customers in the form of higher rates, competitive conditions may limit our ability to do so, and inflation may have a material adverse\neffect on our margins.

Emerging Growth Company and Smaller Reporting Company Status

We are an “emerging growth company”\nas defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). As an emerging growth company,\nwe may take advantage of specified reduced disclosure and other requirements that are otherwise applicable to public companies, including\nan exemption from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding\nexecutive compensation, and exemptions from the requirements of holding non-binding advisory votes on executive compensation and stockholder\napproval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act provides\nthat an emerging growth company may take advantage of the extended transition period afforded by Section 7(a)(2)(B) of the Securities\nAct for complying with new or revised accounting standards. We have elected to use this extended transition period. As a result, our combined\nfinancial statements may not be comparable to those of companies that comply with new or revised accounting pronouncements as of public\ncompany effective dates. We may take advantage of these exemptions until we are no longer an emerging growth company.

We are also a “smaller reporting company”\nas defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, and we may continue to be a smaller reporting company\nafter we cease to be an emerging growth company.

Recently Issued and Recently Adopted Accounting Pronouncements

For a description of recently issued and recently\nadopted accounting pronouncements, including their expected effect on our combined financial statements, see the Notes to our combined\nfinancial statements included elsewhere in this information statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS\nAND MANAGEMENT

The following table sets forth certain\ninformation with respect to the beneficial ownership of Common Stock immediately following the Closing regarding beneficial\nownership of 5% or more of Common Stock by: (i) each person known to STWI who beneficially owns more than five percent of\nSTWI’s Common Stock; and (ii) each of the expected officers and directors of STWI following the Registration Date. The\npercentage of beneficial ownership is based on 188,142,768 shares of Common Stock being outstanding as of consummation of the\nShare Exchange Transaction.

Unless otherwise indicated, the address for each\nbeneficial owner is c/o StageWise Strategies Group (TEG Overseas, Inc. after Closing), 64/2 Mahtumquili Street, Yashnobod District 100000,\nTashkent City, Republic of Uzbekistan.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

NAME OF BENEFICIAL OWNER	NUMBER OF SHARES BENEFICIALLY OWNED		PERCENTAGE OF SHARES OUTSTANDING BENEFICIALLY OWNED
Directors and Executive Officers:
Anita Mendiratta		0		0
Wesley T. Davis		0		0
Marc William Kasher		0		0
Richard Nolan Sharko		0		0
Irodakhon Abduvakhitova		58,591,499		31.14	%
Elmurod Sopiev		0		0
Temur Zokirov		0		0
All executive officers and directors as a group (7 persons)		58,591,499		31.14	%

5% or Greater Stockholders
Jakhongir Abidovich Artikkhodjaev*		128,506,935		68.25	%
Tourism and Entertainment Group LLC		128,506,935		68.30	%
Irodakhon Abduvakhitova		58,591,499		31.14	%

\n \n \n \n

(*)	Reflects the 128,506,935 shares of common stock held by Tourism and Entertainment Group LLC, an Uzbek limited company, in which Jakhongir Abidovich Artikkhodjaev holds over 99% of the outstanding ownership interests.

DIRECTORS AND EXECUTIVE OFFICERS

As per the Share Exchange Agreement, our board\nof directors will consist of five individuals, all of whom were designated by TEG SPV prior to the Closing, including four individuals\nwho qualify as “Independent Directors” under the OTCQB Standards. The directors of the Post-Closing board serve in a single\nclass, with terms as provided in our bylaws.

Below is a list of our directors and executive\nofficers following the Share Exchange Transaction. They were officers or directors of TEG SPV prior to the Share Exchange Transaction.\nThe business address for the directors and officers of the Company is 64/2 Mahtumquli Street, Yashnobod District, Tashkent, 2K, 100000.\nEach of Elina Davidyan, Bahtiyor Kadirov, and Temur Zokirov will resign from their positions as a director effective as of the Registration\nDate.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Age	Position
Executive Officers and Non-Independent Director
Elmurod Sopiev	37	CEO
Temur Zokirov	30	CFO
Irodakhon Abduvakhitova	27	Non-Independent Member of the Board
Non-Management Directors
Anita Mendiratta	58	Chair of the Board and Independent
Wesley T. Davis	59	Independent Member of the Board
Marc William Kasher	56	Independent Member of the Board
Richard Nolan Sharko	65	Independent Member of the Board

Executive Officers and Non-Independent Director

Elmurod Sopiev has served as the CEO of the Company,\nsince June 2026. Mr. Sopiev has also served as the CEO of TEG SPV, since June 2, 2026. Since May 2025, Mr. Sopiev has served as a Director\nof ADW, a subsidiary of TEG SPV and the operator of Hilton Tashkent. Mr. Sopiev served as a General Manager of Hilton Tashkent from November\n2023 to May 2025. From October 2022 to November 2023, Mr. Sopiev served as a Director of Operations at Hilton Tashkent. From January 2021\nto September 2022, Mr. Sopiev was a Cluster Food and Beverage Director at AKFA Holding. Mr. Sopiev was awarded a bachelor’s degree\nin tourism, hotel and restaurant management from Tashkent Tourism College in 2008.

Mr. Temur Zokirov has served as the Chief Financial\nOfficer of the Company, since June 2026. Mr. Zokirov has also served as the CFO of TEG SPV, since July 2, 2026. Mr. Zokirov has worked\nas a strategic advisor to the Chief Executive Officer of TEG Parent since April 2023. Prior to joining TEG, from September 2022 to March\n2023, Mr. Zokirov worked at PricewaterhouseCoopers Central Asia and Caucasus B.V. in Tashkent, Uzbekistan as a Manager, as a senior tax\nconsultant, from February 2021 to August 2022 and as a tax consultant, from January 2018 to January 2021. Mr. Zokirov was awarded a bachelor’s\ndegree in business administration from Westminster International University in Tashkent, Uzbekistan in June 2016, and a master’s\ndegree in management from IE Business School in Madrid, Spain in December 2017.

Irodakhon Abduvakhitova will commence serving\nas a director of our board effective as of the Registration Date. Ms. Abduvakhitova has also served as a Non-Independent Member of the\nSupervisory Board of TEG SPV, since April 2026. Since June 2025, Ms. Abduvakhitova has served as the General Manager of Tourism and Entertainment\nGroup, having first joined the company in this position on a concurrent basis in December 2024. In this role she is responsible for the\nadministrative management of the company and the coordination of its day-to-day operations. From June 2020 to March 2025, Ms. Abduvakhitova\nserved as the Director of Inspo Care, a company that imports and distributes cosmetics and perfumes.

Non-Executive Directors

Anita Mendiratta will commence serving as a director\nof our board effective as of the Registration Date. Ms. Mendiratta has also served as the Chair of the Supervisory Board of TEG SPV,\nsince April 2026. Ms. Mendiratta is the Founder and President of Anita Mendiratta & Associates, a strategic advisory practice she\nestablished in 2002, and has over three decades of experience advising governments and international institutions across more than 100\ncountries in tourism, aviation, leadership and sustainable development. Ms. Mendiratta serves as a Special Advisor to the Secretary General\nof UN Tourism (formerly UNWTO) and as a strategic resource to the World Bank, the World Travel & Tourism Council, the International\nAir Transport Association, the Air Transport Action Group and ICCA. She is a Founding Advisory Board Member of the Royal Commission for\nAlUla in Saudi Arabia and formerly served as a Special Advisor to the CEO of the Saudi Tourism Authority. Ms. Mendiratta is an Executive\nin Residence at the University of Surrey and a Visiting Professor at Cranfield University in the United Kingdom, as well as a published\nauthor and a regular commentator on international media. Earlier in her career, Ms. Mendiratta served as a Project Director at The Added-Value\nGroup from 2000 to 2002, as a Marketing Manager at The Coca-Cola Company from 1998 to 2000, and in senior marketing and communications\nroles at Unilever in South Africa and Malawi from 1991 to 1998. She began her career at IBM Canada in 1990. Ms. Mendiratta was awarded\na master’s degree in marketing with honors in 1994 and a bachelor of arts degree from McMaster University in Canada in 1989, and\ncompleted the Global Business Leadership program at Harvard University in 2020.

Wesley T. Davis will commence serving as a director\nof our board effective as of the Registration Date. Mr. Davis has also served as an Independent Member of the Supervisory Board of TEG\nSPV, since April 2026. Mr. Davis is a finance professional with over 30 years of experience in emerging and frontier markets, spanning\ninvestment banking, project finance and operating company roles. Since June 2025, Mr. Davis has served as a Senior Advisor for Capital\nFormation at Buenassa, where he is responsible for funding solutions for the group’s critical minerals trading and refinery development\noperations in the Democratic Republic of Congo. From 2020 to 2025, Mr. Davis served as a Senior Managing Director at Delphos Ltd in London,\nadvising governments and state-owned enterprises in Central Asia and Africa on infrastructure and climate transition financing. From 2020\nto 2023, Mr. Davis served as a member of the Supervisory Board of Ipoteka Bank in Uzbekistan, where he chaired the Corporate Governance\nCommittee and took part in the country’s only privatisation of a state-owned bank. From 2017 to 2021, he served as Finance Director\nof APQ Global, a company listed on the AIM market of the London Stock Exchange, and from 2014 to 2017 as Senior Vice President for Finance\nat Aiteo Group in Lagos. From 2009 to 2016, Mr. Davis was a member of the Board of Directors of Asia Pacific Investment Partners in London\nand Ulaanbaatar. Earlier in his career, Mr. Davis held senior capital markets positions at Renaissance Capital, HSBC Bank plc, Merrill\nLynch, Deutsche Bank and Chase Manhattan Bank in London and New York. Mr. Davis was awarded an MBA from Arizona State University and a\nmaster’s degree in international management from the American Graduate School of International Management in 1993, and a bachelor’s\ndegree in economics from the University of Florida in 1988.

Marc Kasher will commence serving as a director\nof our board effective as of the Registration Date. Mr. Kasher has also served as an Independent Member of the Supervisory Board of TEG\nSPV, since June 2026. Mr. Kasher has more than 25 years of investment and private equity experience, together with an extensive record\nof service as an independent director of listed companies and sovereign institutions. From 2021 to 2024, Mr. Kasher served as an Independent\nDirector and Chairman of the Audit Committee of Noventiq, a global digital transformation and cybersecurity provider listed on the London\nStock Exchange. From 2020 to 2023, he served as an Independent Director of Kazatomprom, the world’s largest producer of natural\nuranium, where he chaired the Nominating and Remuneration Committee and was a member of the Audit, Strategic Investments, and Health and\nSafety committees. From 2018 to 2021, Mr. Kasher served as an Independent Director of the National Investment Corporation, a sovereign\nwealth fund of the National Bank of Kazakhstan, chairing both its Audit and Remuneration committees. From 2013 to 2019, he served as an\nIndependent Director of Luxoft, a digital services company listed on the New York Stock Exchange, where he chaired the Audit, M&A\nand Compensation committees and structured eleven strategic acquisitions ahead of the company’s $2 billion sale to DXC Technology.\nFrom 1997 to 2015, Mr. Kasher was with PineBridge Investments (formerly AIG Global Investments), where from 2010 he served as a Managing\nDirector and as Chief Executive Officer of its Eurasia private equity practice. Earlier in his career, from 1992 to 1995, he worked on\nprivatization programs in Uzbekistan, Kyrgyzstan, Ukraine and Russia in cooperation with USAID. Mr. Kasher was awarded an MBA with a concentration\nin finance from Georgetown University and a bachelor of arts degree from Tufts University.

Richard Sharko will commence serving as a director\nof our board effective as of the Registration Date. Mr. Sharko has also served as an Independent Member of the Supervisory Board of TEG\nSPV, since June 2026. Mr. Sharko has over 40 years of international experience in finance, accounting, auditing and risk management, including\nservice on the boards of listed companies, financial institutions and standard-setting bodies. Since December 2022, Mr. Sharko has served\nas a Board Member of Solidcore Resources plc in Astana, where he chairs the Remuneration Committee and is a member of the Audit Committee.\nFrom 2022 to 2024, he served as a Board Member and Chairman of the Audit Committee of AikGroup (CY) Ltd, a bank holding company based\nin Limassol. From 2015 to 2020, Mr. Sharko served as a Board Member of the International Auditing and Assurance Standards Board in New\nYork, where he chaired the ISA 540 Revised Task Force and the IAASB–IASB liaison working group. Mr. Sharko spent his executive career\nwith PwC, which he joined in 1983 and where he served as a Partner from 1996 onwards in Vladivostok, Moscow, London and Amsterdam. During\nhis tenure he served as Chief Risk Officer and Management Board member of PwC Central and Eastern Europe from 2013 to 2015, as Chief Accountant\nof the CEE region responsible for IFRS technical matters from 2006 to 2013, as a member of the PwC Global IFRS Leadership team, and as\na member of the PwC Global Network Governance Board from 2009 to 2013. Mr. Sharko was awarded a bachelor of science degree in accounting\nfrom Loyola Marymount University in Los Angeles in 1983 and is a Certified Public Accountant (retired) of the State of California.

Committees of the Board

We have established three standing committees\nof the Board — an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. Each committee\nhas the composition and responsibilities described below. Each committee operates under a written charter adopted by the Board. Our Board\nmay from time to time establish other committees as and when required to facilitate the management of our business.

Audit Committee

The Audit Committee assists the Board in overseeing\nour accounting and financial reporting processes and the audits of our financial statements. The Audit Committee’s responsibilities\ninclude, among other matters: appointing, approving the compensation of, and assessing the independence of our registered public accounting\nfirm; overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such\nfirm; reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements\nand related disclosures; coordinating the Board’s oversight of our internal control over financial reporting, disclosure controls\nand procedures; discussing our risk management policies; meeting independently with our registered public accounting firm and management;\nreviewing and approving or ratifying any related person transactions; and preparing the Audit Committee report required by the SEC, to\nthe extent required.

The members of our Audit Committee are expected\nto be Richard Sharko, Wesley Davis, and Anita Mendiratta, with Richard Sharko serving as chairperson of this committee. Our Board determines\nthat Richard Sharko qualifies as an “audit committee financial expert” as defined by the rules and regulations of the SEC.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee\nassists the Board in overseeing matters relating to the nomination of directors and corporate governance. The Nominating and Corporate\nGovernance Committee’s responsibilities include, among other matters: reviewing the composition of and evaluating the performance\nof the Board; recommending persons for election to the Board; reviewing the composition of the committees of the Board and recommending\npersons to serve as members of such committees; reviewing and maintaining compliance of committee membership with applicable regulatory\nrequirements; and reviewing potential conflicts of interest of members of the Board and our executive officers .

The members of our Nominating and Corporate Governance\nCommittee are expected to be Marc Kasher, Wesley Davis, and Anita Mendiratta, with Marc Kasher serving as chairperson of this committee.

Compensation Committee

The Compensation Committee assists the Board in\noverseeing matters relating to executive and director compensation. The Compensation Committee’s responsibilities include, among\nother things, reviewing and approving, or recommending for approval by the Board, the compensation of our Chief Executive Officer and\nother executive officers; overseeing and administering our cash and equity incentive plans; and reviewing and making recommendations to\nthe Board with respect to director compensation.

The members of our Compensation Committee are\nexpected to be Marc Kasher, Wesley Davis, and Anita Mendiratta, with Marc Kasher serving as chairperson of this committee.

EXECUTIVE COMPENSATION

Executive Compensation of The Company

The following summary compensation table sets\nforth all compensation awarded to, earned by, or paid to the Company’s named executive officers and directors during the fiscal\nyear ended September 30, 2025 and until the date of this Information Statement in all capacities for the accounts of such persons:

Summary Compensation Table

Name and Principal Position	Period	Salary ($)		Bonus ($)		Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)
Victor Balan (Director, President, Secretary, Treasurer and Chief Executive Officer)	Since inception July 3, 2023 till June 5, 2026		-0-		-0-		-0-		-0-		-0-		-0-	-0-
Marcelo Ramon Alarcon Martinez (Director)	Since November 21, 2024 till June 5, 2026		-0-		-0-		-0-		-0-		-0-		-0-	-0-
Anna Toczko (Director)	Since November 21, 2024 till June 5, 2026		-0-		-0-		-0-		-0-		-0-		-0-	-0-
Elmurod Sopiev (Chief Executive Officer)	Since June 5, 2026 till the date of this Information Statement		-0-		-0-		-0-		-0-		-0-		-0-	-0-
Temur Zokirov (Chairman of the Board, Chief Financial Officer and Secretary)	Since June 5, 2026 till the date of this Information Statement		-0-		-0-		-0-		-0-		-0-		-0-	-0-
Bahtiyor Kadirov (Director)	Since June 5, 2026 till the date of this Information Statement		-0-		-0-		-0-		-0-		-0-		-0-	-0-
Elina Davidyan (Director)	Since June 5, 2026 till the date of this Information Statement		-0-		-0-		-0-		-0-		-0-		-0-	-0-

There are no current employment agreements between\nthe Company and its officers. They have agreed to work with no remuneration until such time as STWI receives sufficient revenues necessary\nto provide management salaries. At this time, STWI cannot accurately estimate when sufficient revenues will occur to implement this compensation,\nor what the amount of the compensation will be.

CERTAIN RELATIONSHIPS AND\nRELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

STWI

It is STWI’s practice and policy to comply\nwith all applicable laws, rules and regulations regarding related person transactions, including the Sarbanes-Oxley Act of 2002. A related\nperson is an executive officer, director or more than 5% stockholder of STWI, including any immediate family members, and any entity owned\nor controlled by such persons. STWI’s Board of Directors (excluding any interested director) is charged with reviewing and approving\nall related-person transactions, and a special committee of Board of Directors is established to negotiate the terms of such transactions.\nIn considering related-person transactions, Board of Directors considers all relevant available facts and circumstances.

Related Party Transactions

To support the Company’s financial needs,\nit may receive advances from related parties until it can sustain its operations or secure sufficient funding through the sale of its\nequity or traditional debt financing.

On June 30, 2026, the Company entered into a share\nsubscription agreement (the “June 2026 Share Subscription Agreement”) with Jakhongir Abidovich Artikkhodjaev, for the purchase\nof 1,000,000 shares of the Company’s common stock at an aggregate purchase price of $250,000. On the same date, the Company received\n$44,500 toward the purchase price, which was recorded as a deposit for common stock. On July 17, 2026, upon receipt of the remaining $205,500\nof the aggregate purchase price, the Company issued and sold 1,000,000 shares of its common stock to Jakhongir Abidovich Artikkhodjaev\npursuant to the June 2026 Share Subscription Agreement.

Related Party Loan

On November 25, 2024, the Company entered into\na Loan Agreement with Victor Balan, who served as the Company’s President, Director, Treasurer, Secretary, and CEO. Under this agreement,\nMr. Balan agreed to provide the Company with a non-interest-bearing, fully secured loan in the amount of $200,000. This loan replaced\nthe debt previously assigned to him by the former officer and director of the Company. On April 1, 2025, the loan agreement was amended,\nincreasing the facility amount to $350,000. The loan was for working capital purposes, was interest-free, and had no fixed payment terms\nother than the maturity date of March 31, 2030. As of June 30, 2026, the outstanding balance owed by the Company to Victor Balan under\nthe amended loan agreement was $0, following the execution of the Share Subscription Agreement on June 5, 2026 which required the payment\nof the related party loan.

On July 4, 2023, STWI entered into an interest-free\nloan agreement with Yuliia Zaporozhan, STWI’s former Chief Executive Officer and former director. According to this agreement, Ms.\nZaporozhan provided financial support to STWI, as needed, up to a total of $90,000 over the period of five years. On November 22, 2024,\nAgreement on the Assignment of Rights was executed between STWI, Viktor Balan, and Yulia Zaporozhan. Viktor Balan, who at that time served\nas STWI’s Director and Treasurer (and subsequently assumed the roles of President, Secretary, and CEO following Yulia Zaporozhan’s\ndeparture), paid Yulia Zaporozhan $136,050, representing the full outstanding balance of the debt owed by STWI to Yulia Zaporozhan. In\nconsideration for this payment, Yulia Zaporozhan irrevocably assigned, transferred, and set over to Viktor Balan all of Yulia Zaporozhan’s\nright, and title to the debt. This assignment effectively transferred the debt obligation from Yulia Zaporozhan to Viktor Balan.

As of June 30, 2026, the outstanding balance owed\nby the Company to Victor Balan under the amended loan agreement was $0. The related party loan was repaid in full pursuant to the Share\nSubscription Agreement dated June 5, 2026, which required the settlement of the outstanding loan balance.

TEG SPV

During the fiscal years ended December 31, 2025\nand 2024, TEG SPV and its subsidiaries entered into certain transactions with related parties in the ordinary course of its business.\nThe aggregate amounts of such related party transactions were approximately $35,964 thousand and $22,847 thousand, respectively.

These transactions were entered into in the ordinary\ncourse of the TEG SPV and its subsidiaries’ business and on terms that TEG SPV and its subsidiaries believe to be comparable to\nthose available in transactions with unrelated third parties. TEG SPV also entered into certain loan arrangements with its affiliates.\nTEG SPV and its subsidiaries believe that the terms of these transactions were fair and reasonable and in the best interests of TEG SPV\nand its subsidiaries.

Related Party Transactions

For a description of the transactions and arrangements\nbetween the Company and its related parties, including the nature and amounts of such transactions during the periods presented, see Note\n22, “Related Party Transactions,” to TEG SPV’s combined financial statements included elsewhere in this Information\nStatement, which is incorporated herein by reference.

TEG SPV believes that the related party transactions\ndescribed therein were entered into in the ordinary course of business and on terms that were no less favorable to the TEG SPV than those\nthat could reasonably have been obtained in comparable transactions with unrelated third parties.

LEGAL PROCEEDINGS

We and our subsidiaries are involved in claims\nand lawsuits incidental to the ordinary course of our businesses, such as personal injury actions by guests and employees and complaints\nalleging employee discrimination. We and our subsidiaries maintain various insurance policies, including general liability and property\ndamage insurance, as well as workers’ compensation, business interruption, and other policies, which it believes to provide adequate\ncoverage for the risks associated with its range of operations. We believe that we are adequately insured against these claims by our\nexisting insurance policies and that the outcome of any pending claims or proceedings will not have a material effect on its financial\nstatements.

We are not currently a party to any pending material\nlegal proceedings, and, to the knowledge of its management, no material legal proceedings have been threatened against us.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S\nCOMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our Common Stock was removed from quotation on\nthe OTCQB on August 28, 2026 and is currently quoted on the OTCID Basic Market. We are using commercially reasonable efforts to reinstate\nthe quotation of our Common Stock on the OTCQB, including through the change-of-control re-application required by OTC Markets, but there\ncan be no assurance that OTC Markets will approve our application. There has been limited trading in our shares of Common Stock, and we\ncannot assure you that there will be an active market in the future.

On October 12, 2026, the last reported sales price\nof our Common Stock on the OTCID Basic Market was $0.4724. The over-the-counter market quotations reflect inter-dealer prices, without\nretail mark-up, mark-down or commission, and may not necessarily represent actual transactions

Stockholders of Record

Based upon information furnished by our transfer\nagent, as of October 12, 2026, we had approximately 51 stockholders of record.

Dividends

We have never paid or declared any dividends on our Common Stock and\ndo not anticipate paying cash dividends in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

We currently do not have any equity compensation plans.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

RECENT SALES OF UNREGISTERED SECURITIES

In July 2023, in connection with its formation,\nSTWI issued an aggregate of 4,000,000 shares of common stock to its founders for aggregate cash consideration of $4,000, at a purchase\nprice of $0.001 per share. Of these shares, 2,000,000 shares were issued to Yuliia Zaporozhan for a cash investment of $2,000, and 2,000,000\nshares were issued to Viktor Balan for a cash investment of $2,000. In December 2025, 1,000,000 shares held by Mr. Balan were canceled.

On June 30, 2026, StageWise Strategies entered\ninto a Share Subscription Agreement with Jakhongir Abidovich Artikkhodjaev, the Company’s controlling shareholder, pursuant to which\nthe Company agreed to issue and sell 1,000,000 shares of common stock for an aggregate purchase price of $250,000, at a purchase price\nof $0.25 per share. The shares were issued on July 20, 2026.

On the Closing Date, the Company issued the 183,098,434\nExchange Shares to the Sellers in the Share Exchange, as described in Items 1.01, 2.01 and 3.02 of this Current Report.

DESCRIPTION OF REGISTRANT’S SECURITIES

The following description\nof our capital stock does not purport to be complete and is subject to and qualified in its entirety by reference to our certificate of\nincorporation and bylaws, as they may be amended from time to time, any certificates of designations through which we may establish the\nterms and conditions of particular series of preferred stock, other documents governing the terms and conditions of particular securities\nand applicable provisions of Nevada law.

Common Stock

As of the date of this Current\nReport, we are authorized to issue 800,000,000 shares of Common Stock, par value $0.001 per share, of which 188,142,768 shares of Common\nStock were issued and outstanding as of the date of this Current Report. Each share of our common stock is entitled to one vote on all\nmatters submitted to a vote of our stockholders, including the election of directors. Generally, all matters to be voted on by stockholders\nmust be approved by a majority of the votes entitled to be cast by all shares of common stock that are present in person or represented\nby proxy. Holders of common stock representing a majority of our capital stock issued, outstanding and entitled to vote, represented in\nperson or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. Subject to preferences that may be applicable\nto any outstanding preferred stock, the holders of our common stock are entitled to receive ratably all dividends, if any, as may be declared\nfrom time to time by our Board of Directors out of the funds legally available. Our articles of incorporation do not provide for cumulative\nvoting in the election of directors. Holders of common stock have no pre-emptive or conversion rights and there are no redemption provisions\napplicable to the common stock.

Preferred Stock

Our Board of Directors has\nthe authority, without action by our stockholders, to designate and issue up to 50,000,000 shares of blank check preferred stock, par\nvalue $0.001 per share.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Nevada law permits a corporation\nto indemnify its directors, officers, employees and agents under certain circumstances. Our articles of incorporation and bylaws provide\nthat we shall indemnify our directors and officers to the fullest extent permitted by the Nevada Revised Statutes, as the same now exist\nor may hereafter be amended.

Under the Nevada Revised Statutes,\na corporation may indemnify any person who is or was a director, officer, employee or agent of the corporation, or who is or was serving\nat the request of the corporation in such capacity for another entity, against expenses, including attorneys’ fees, judgments, fines\nand amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending or completed action, suit or\nproceeding, whether civil, criminal, administrative or investigative, if such person acted in good faith and in a manner which the person\nreasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal proceeding, had\nno reasonable cause to believe the person’s conduct was unlawful.

In an action by or in the\nright of the corporation, indemnification may be made only for expenses, including attorneys’ fees, actually and reasonably incurred\nin connection with the defense or settlement of the action, provided that no indemnification may be made in respect of any claim, issue\nor matter as to which the person has been adjudged by a court of competent jurisdiction to be liable to the corporation, unless and only\nto the extent that the court determines that, in view of all the circumstances, the person is fairly and reasonably entitled to indemnity\nfor such expenses as the court deems proper.

The Nevada Revised Statutes\nfurther provide that, to the extent a director or officer has been successful on the merits or otherwise in defending any action, suit\nor proceeding referred to above, or in defending any claim, issue or matter therein, the corporation must indemnify such person against\nexpenses, including attorneys’ fees, actually and reasonably incurred in connection therewith.

Insofar as indemnification\nfor liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing\nprovisions or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is\nagainst public policy as expressed in the Securities Act and is, therefore, unenforceable.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Item 9.01 of this Current Report for the financial statements\nof TEG SPV, the pro forma financial information and the historical financial statements of the Company prior to the Share Exchange required\nhereunder.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Items 1.01 and\n2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The information set forth under Items 1.01, 2.01\nand 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the issuance of shares of Common\nStock to the TEG SPV Shareholders in the Share Exchange, a change in control of the Company occurred on the Closing Date. Prior to the\nShare Exchange, Jakhongir Abidovich Artikkhodjaev held approximately 79.3% of the issued and outstanding Common Stock. Immediately following\nthe Closing TEG Parent held 128,506,935 shares, or approximately 68.30%, and the\nIndividual Seller held 58,591,499 shares, or approximately 31.14%, of the 188,142,768 shares of Common Stock then outstanding, and the\nSellers together held approximately 99.44% of the outstanding Common Stock.

Item 5.02 Departure of Directors or Certain\nOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Share Exchange Agreement, as of\nthe Registration Date, (i) Temur Zokirov, Bahtiyor Kadirov and Elina Davidyan will resign as members of the Board, and (ii) Anita Mendiratta,\nWesley T. Davis, Marc William Kasher, Richard Nolan Sharko and Irodakhon Abduvakhitova, each of whom was designated by TEG SPV, will commence\nserving as members of the Board, with Ms. Mendiratta serving as Chair of the Board. The resignations are in connection with the Share\nExchange and are not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.\nMr. Zokirov continues to serve as the Company’s Chief Financial Officer, and Elmurod Sopiev continues to serve as the Company’s\nChief Executive Officer.

The Board has determined that each of Ms. Mendiratta,\nMr. Davis, Mr. Kasher and Mr. Sharko qualifies as an “independent director” under the OTCQB standards. It is expected that\nthe Board will establish an Audit Committee, consisting of Mr. Sharko, Mr. Davis and Ms. Mendiratta, with Mr. Sharko serving as the chair;\na Compensation Committee, consisting of Mr. Kasher, Mr. Davis and Ms. Mendiratta, with Mr. Kasher serving as the chair; and a Nominating\nand Corporate Governance Committee consisting of Mr. Kasher, Mr. Davis and Ms. Mendiratta, with Mr. Kasher serving as the chair.

Biographical information for each of the Company’s\ndirectors and executive officers is set forth under “Directors and Executive Officers” in Item 2.01 of this Current Report\nand is incorporated herein by reference. Other than the designation of the new directors by TEG SPV pursuant to the Share Exchange Agreement,\nthere are no arrangements or understandings between any of the new directors and any other person pursuant to which he or she was appointed.\nMs. Abduvakhitova is the daughter of Mr. Artikkhodjaev, the Company’s controlling stockholder, and received 58,591,499 Exchange\nShares in the Share Exchange as the Individual Seller. Except as described in this Current Report, none of the new directors has a direct\nor indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.

Item 5.03 Amendments to Articles of Incorporation\nor Bylaws; Change in Fiscal Year.

Pursuant to the Share Exchange Agreement, the\nCompany changed its corporate name to “TEG Overseas, Inc.” An Amended and Restated Articles of Incorporation was filed with\nthe Secretary of State of the State of Nevada to effect the name change, which became effective on October 12, 2026. The Company has notified\nFINRA and OTC Markets of the name change.

In addition, it is expected that the new Board\nwill approve a change in the Company’s fiscal year end from September 30^th to December 31^st effective following\nthe Registration Date, to conform to the fiscal year end of TEG SPV, the accounting acquirer in the Share Exchange.

Item 9.01 Financial Statements and Exhibits.

\n \n \n \n

(a)	Financial statements of the business acquired.

The audited financial statements of STWI as of\nSeptember 30, 2025 and 2024, together with the related notes and the report of Dylan Floyd Accounting & Consulting, independent registered\npublic accounting firm, are filed as Exhibit 99.1 to this Current Report. The unaudited financial statements of STWI as of June 30, 2026\nand for the three and nine months ended June 30, 2026 and 2025, together with the related notes, are filed as Exhibit 99.2 to this Current\nReport. The audited combined financial statements of TEG SPV as of December 31, 2025 and 2024 and for the years then ended, together with\nthe related notes and the report of Wei, Wei & Co., LLP, independent registered public accounting firm, are filed as Exhibit 99.3\nto this Current Report. The unaudited condensed combined financial statements of TEG SPV as of June 30, 2026 and for the three and six\nmonths ended June 30, 2026 and 2025, together with the related notes, are filed as Exhibit 99.4 to this Current Report. Each is incorporated\nherein by reference.

\n \n \n \n

(b)	Pro forma financial information.

The pro forma financial statements with respect\nto the transactions described in Item 2.01 are attached hereto as Exhibit 99.5 and are incorporated herein by reference.

\n\n

(d)

Exhibits.

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Exhibit No.		Description
2.1		Share Exchange Agreement, dated as of October 6, 2026, by and among StageWise Strategies Corp., TEG SPV LLC, Tourism and Entertainment Group LLC and Irodakhon Abduvakhitova (Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2026)
3.1*		Amended and Restated Articles of Incorporation of the Company
3.2		Amended and Restated Bylaws of the Company (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 3, 2026)
10.1**		Franchise Agreement, dated December 13, 2018, between AKFA Dream World LLC and Hilton Hotel Worldwide Manage Limited
10.2**		Services Agreement, dated December 29, 2020, between Wide Tent System LLC and Wyndham Hotel Group (UK) East Limited, as assigned to Cultural Landmark Hotel LLC
10.3**		Sublicense Agreement, dated December 29, 2020, between Wide Tent System LLC and Wyndham Hotel Group (UK) East Limited#
10.4**		Assignment, Assumption and Amendment Agreement, dated August 7, 2026, by and among Wide Tent System LLC, Cultural Landmark Hotel LLC and Wyndham Hotel Group (UK) East Limited#
21.1*		List of subsidiaries
99.1*		Audited combined financial statements of StageWise Strategies Corp. as of and for the years ended September 30, 2025 and 2024
99.2*		Unaudited financial statements of StageWise Strategies Corp. as of June 30, 2026 and for the three and nine months ended June 30, 2026 and 2025
99.3*		Audited combined financial statements of TEG SPV LLC as of December 31, 2025 and 2024
99.4*		Unaudited condensed combined financial statements of TEG SPV LLC as of June 30, 2026, and for the three and six months ended June 30, 2026 and 2025
99.5*		Unaudited pro forma condensed combined financial information
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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*	Filed herewith

**	To be filed by Amendment

+	The exhibits and schedules to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish a copy of any omitted schedules to the SEC upon request.

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#	Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities\nExchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 14, 2026

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TEG\nOVERSEAS, INC.

By:	/s/ Temur Zokirov
Name:	Temur Zokirov
Title:	Chief Financial Officer

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