StageWise Strategies Corp. entered into a definitive Share Exchange Agreement on October 6, 2026, to acquire 99.99999012% of the charter capital of TEG SPV LLC. The transaction, approved by the Company’s board of directors and approximately 79.3% of its outstanding common stock, will result in TEG SPV becoming a subsidiary of StageWise.
Under the agreement, the Sellers—TEG Parent and individual Irodakhon Abduvakhitova—will receive 183,098,434 shares of StageWise common stock in exchange for their ownership. Specifically, TEG Parent will receive 124,506,935 shares, while Ms. Abduvakhitova will receive 58,591,499 shares. These shares are expected to represent approximately 97.3% of the Company’s outstanding stock following the exchange, which is projected to bring the total outstanding shares to 188,142,768. The shares will be issued as restricted securities.
The transaction is subject to customary closing conditions, including the consummation of a concurrent financing with gross proceeds of at least $18,000,000 and the entry of a record in the unified state register of legal entities in Uzbekistan. The transfer of ownership is expected to become effective upon this registration, anticipated to occur a few days after the closing date. Wellmore LLC, a subsidiary of TEG Parent, will retain the remaining 0.00000988% of TEG SPV to comply with local regulations.
The Share Exchange Agreement includes provisions for termination if the deal is not completed by December 31, 2026, or if the Uzbekistan registering authority issues a final refusal of the registration. The agreement also outlines indemnification terms, with the Sellers jointly and severally liable for breaches of representations and warranties, subject to a $9,000,000 aggregate cap on general claims and a $900,000 deductible.
