TEG Overseas, Inc. 更新收购登记、董事会组成及财年变更信息

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 16, 2026 (October 14, 2026)

TEG OVERSEAS, INC.

(Exact name of registrant as specified in its charter)

64/2 Mahtumquili Street

Yashnobod District 100000

Tashkent City, Republic of Uzbekistan

Tel: +1-347-799-7109

(Address, including Zip Code, and Telephone Number,

including Area Code, of Registrant’s Principal Executive Office)

STAGEWISE STRATEGIES CORP.

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

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

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

Indicate by check mark whether the registrant is 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 Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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

Preliminary Note:

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed on October 14, 2026 (the “Original Form 8-K”) by TEG Overseas, Inc. (“TEG” or the “Company”) by updating certain information in the Original Form 8-K relating to (i) the registration of the transfer of the TEG SPV Participatory Interests to the Company, (ii) the change of the Board of Directors and (iii) the change of the Company’s fiscal year. Initially capitalized terms not otherwise defined in this Current Report shall have the meanings given to those terms in the Original Form 8-K.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As reported in the Original Form 8-K, as a matter of the mandatory law of the Republic of Uzbekistan, the transfer of the Participatory Interests to the Company will not become effective under the laws of Uzbekistan, and the Company will not be deemed to have officially acquired ownership of the Participatory Interests under the laws of Uzbekistan, until the entry of the corresponding record in the unified state register of legal entities of the Republic of Uzbekistan reflecting the Company as a participant of TEG SPV. This registration has been completed and the name of the Company is currently being updated to TEG Overseas, Inc. in the registry.

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

As a result of the Registration Date having occurred as of October 14, 2026, (i) Temur Zokirov, Bahtiyor Kadirov and Elina Davidyan have resigned as members of the Board, and (ii) Anita Mendiratta, Wesley T. Davis, Marc William Kasher, Richard Nolan Sharko and Irodakhon Abduvakhitova, each of whom was designated by TEG SPV, has commenced serving as members of the Board, with Ms. Mendiratta serving as Chair of the Board. Mr. Zokirov continues to serve as the Company’s Chief Financial Officer and has been also appointed as Treasurer of the Company, and Elmurod Sopiev continues to serve as the Company’s Chief Executive Officer and has also been appointed as President of the Company.

The Board has determined that each of Ms. Mendiratta, Mr. Davis, Mr. Kasher and Mr. Sharko qualifies as an “independent director” under the OTCQB standards. The Board has also established an Audit Committee, consisting of Mr. Sharko, Mr. Davis and Ms. Mendiratta, with Mr. Sharko serving as the chair; a Compensation Committee, consisting of Mr. Kasher, Mr. Davis and Ms. Mendiratta, with Mr. Kasher serving as the chair; and a Nominating and Corporate Governance Committee consisting of Mr. Kasher, Mr. Davis and Ms. Mendiratta, with Mr. Kasher serving as the chair.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Board, on October 14, 2026, approved a change in the Company’s fiscal year end from September 30^th to December 31^st.

Item 9.01 Financial Statements and Exhibits.

The applicable financial statements were filed as Exhibits 99.1, 99.2, 99.3 and 99.4 to the Original Form 8-K.

The pro forma financial statements with respect to the transactions described in Item 2.01 of the Original Form 8-K was filed as Exhibit 99.5 to the Original Form 8-K.

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SIGNATURES

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

Dated: October 16, 2026

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