UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14C

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

Check the appropriate box:

STAGEWISE STRATEGIES CORP.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

STAGEWISE STRATEGIES CORP.

64/2 Mahtumquili Street

Yashnobod District 100000

Tashkent City, Republic of Uzbekistan

NOTICE OF ACTION BY WRITTEN CONSENT OF STOCKHOLDERS

To the stockholders of StageWise Strategies Corp.:

NOTICE IS HEREBY GIVEN that the holders of the majority of the voting power of the stockholders of StageWise Strategies Corp., a Nevada corporation (the “Company”, “Purchaser”, “STWI”, “we”, “us,” or “our”), have approved, without a meeting of stockholders in accordance with Section 78.320 of the Nevada Revised Statutes, the Share Exchange Agreement, dated as of [●], by and among the Company, TEG SPV, LLC, a limited liability company organized under the laws of the Republic of Uzbekistan (“TEG SPV”) and Tourism and Entertainment Group LLC, the holder of 99.99999012% of the participatory interests in TEG SPV (“TEG Parent” or the “Seller”) (the “Share Exchange Agreement”), and the transactions contemplated thereby, pursuant to which STWI will acquire 99.99999012% of the participatory interests in TEG SPV from the Seller in exchange for shares of the Company’s common stock (the “Share Exchange Transaction”). Wellmore LLC, a limited liability company organized under the laws of the Republic of Uzbekistan (“Wellmore”), will continue to hold 0.00000988% of the participatory interests in TEG SPV.

The enclosed Information Statement contains information pertaining to the matters acted upon. The actions will become effective no earlier than the 20th calendar day after the Information Statement is mailed to our stockholders. We expect to mail the accompanying Information Statement to the Stockholders on or about [●], 2026. This Information Statement will serve as written notice to stockholders pursuant to the Nevada Revised Statutes and is being furnished to our stockholders in accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended, and the rules promulgated by the Securities and Exchange Commission thereunder.

WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY

Your vote or consent is not requested or required to approve the matters described herein. The accompanying Information Statement is provided solely for your information.

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.

PRELIMINARY INFORMATION STATEMENT

SUBJECT TO COMPLETION, DATED SEPTEMBER 4, 2026

INFORMATION STATEMENT

Action by Written Consent of Principal Stockholders

GENERAL INFORMATION

WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY

This Information Statement is being furnished in connection with the action by written consent of the principal stockholders (the “Principal Stockholders”) of StageWise Strategies Corp., who holds approximately 79.3% of our outstanding shares of common stock, par value $0.001 per share (“Common Stock”), taken on September 4, 2026 (the “Record Date”) without a meeting (the “Written Consent”), which percentage of our outstanding shares of Common Stock being sufficient for the approval of the actions described in this Information Statement at a special meeting of stockholders where a quorum is present in person and/or by proxy. We are mailing this Information Statement to our stockholders on or about [●], 2026.

What actions were taken by Written Consent?

How many shares of Common Stock were outstanding on [●], 2026?

On [●], 2026, there were 5,044,334 shares of Common Stock issued and outstanding, of which the Principal Stockholders held 4,000,000 shares, representing approximately 79.3% of the voting power of our stockholders.

Who is paying the cost of this Information Statement?

We will pay for preparing, printing and mailing this Information Statement. Arrangements may be made with banks, brokerage houses and other institutions, nominees and fiduciaries, to forward the Definitive Information Statement to beneficial owners. We will, upon request, reimburse those persons and entities for expenses incurred in forwarding the Definitive Information Statement to our stockholders.

SHARE EXCHANGE TRANSACTION

General

Our Board of Directors (the “Board”) has unanimously approved, and the Principal Stockholders, pursuant to the Written Consent, approved, the Share Exchange Transaction, pursuant to which STWI will acquire 99.99999012% of the outstanding participatory interests in TEG SPV. Upon consummation of the Share Exchange Transaction, TEG SPV will become a subsidiary of STWI. Wellmore LLC, a limited liability company organized under the laws of the Republic of Uzbekistan (“Wellmore”) will continue to hold 0.00000988% of the participatory interests in TEG SPV to comply with regulatory requirements in Uzbekistan.

The Share Exchange Transaction will be effected pursuant to the terms and conditions of the Share Exchange Agreement, dated as of [●], 2026, by and among STWI, TEG SPV and the Seller. A form of the Share Exchange Agreement is attached to this Information Statement as Appendix A. We recommend that you read the Share Exchange Agreement carefully and in its entirety, as it contains the terms and conditions governing the Share Exchange Transaction.

Share Exchange Transaction

The purpose of the Share Exchange Transaction is for STWI to acquire 99.99999012% of the outstanding participatory interests in TEG SPV from the Seller in exchange for shares of Common Stock issued by STWI to the Seller.

Pursuant to the Share Exchange Transaction, STWI will acquire 99.99999012% of the outstanding participatory interests in TEG SPV in accordance with the terms and conditions of the Share Exchange Agreement. Upon consummation of the Share Exchange Transaction, STWI will directly own 99.99999012% of the outstanding participatory interests in TEG SPV. Wellmore will continue to hold 0.00000988% of the participatory interests in TEG SPV to comply with regulatory requirements in Uzbekistan.

Accordingly, upon completion of the Share Exchange Transaction, TEG SPV will become a subsidiary of STWI. The Share Exchange Transaction is intended to effect STWI’s acquisition of TEG SPV and consolidate ownership of 99.99999012% of the outstanding participatory interests in TEG SPV in STWI. The Share Exchange Agreement requires STWI to change its corporate name to “TEG, Inc.” and its fiscal year end from September 30 to December 31, effective as of, or as promptly as practicable following, the Registration Date (as defined below).

Summary of Material Terms of the Share Exchange Agreement

The following is a summary of the material terms of the Share Exchange Agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Exchange Agreement, which is filed as Appendix A to this Information Statement.

Parties. The Share Exchange Agreement is made and entered into by and among (i) the Company, (ii) TEG SPV and (iii) Tourism and Entertainment Group LLC, a limited liability company organized under the laws of the Republic of Uzbekistan (“TEG Parent” or the “Seller”). TEG Parent is the record and beneficial owner of 99.99999012% of the participatory interests in the charter capital of TEG SPV.

Transaction Overview. Pursuant to the Share Exchange Agreement, at the closing of the Share Exchange Transaction, STWI will acquire 99.99999012% of the participatory interests in the charter capital of TEG SPV (the “Participatory Interests”), and, in exchange, STWI will issue to the Seller an aggregate of 177,849,280 shares of Common Stock (the “Exchange Shares”). Following completion of the Share Exchange Transaction, TEG SPV will be a subsidiary of STWI. Wellmore will continue to hold 0.00000988% of the participatory interests in TEG SPV in order to comply with regulatory requirements in Uzbekistan.

Related Party. Mr. Jakhongir Abidovich Artikkhodjaev, is the beneficial owner of substantially all of the equity interests of TEG Parent and, indirectly, of TEG SPV. Pursuant to the Share Exchange Agreement, the Seller is required to cause beneficial owner of substantially all of the equity interests of TEG Parent to transfer to TEG Parent, prior to the Closing, all shares of Common Stock held by him, and to cause all filings required under Sections 13 and 16 of the Exchange Act in connection with such transfer to be timely made. Following the Closing, TEG Parent is expected to hold approximately 90% of STWI’s outstanding Common Stock.

No Fractional Shares; Adjustments. No fractional shares shall be issued in the Share Exchange Transaction; the number of Exchange Shares issuable to the Seller shall be rounded down to the nearest whole share. 

Closing. The closing of the Share Exchange Transaction (the “Closing”) shall take place remotely by the electronic exchange of documents and signatures at 10:00 a.m., New York City time, on the third (3rd) Business Day after the satisfaction or waiver of the applicable conditions (unless otherwise agreed by the parties). The Closing will occur no earlier than twenty (20) calendar days after this Information Statement is first mailed to stockholders, in accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended.

As a matter of the mandatory Law of the Republic of Uzbekistan, the transfer of the Participatory Interests to STWI will become effective, and STWI will be deemed to have acquired ownership of the Participatory Interests, upon the entry of the corresponding record in the unified state register of legal entities of the Republic of Uzbekistan reflecting STWI as a participant of TEG SPV (the date of such entry, the “Registration Date”). The parties have agreed to take all actions required under Uzbek law to cause the Registration Date to occur as promptly as practicable following the Closing, including the notarization and filing of the local transfer instruments and required notices.

The Closing Date and the Registration Date may not be the same date. The Closing will not occur earlier than twenty (20) calendar days after this Information Statement is first mailed to stockholders and is subject to the other conditions described below; we expect the Registration Date to occur shortly after the Closing. If the Share Exchange Agreement is terminated after the Closing but prior to the Registration Date, the parties shall cooperate to unwind the deliveries made thereunder and to restore the parties to their respective positions as of immediately prior to the Closing.

Selected Conditions to Closing. The obligations of the parties to consummate the Share Exchange Transaction are subject to customary conditions, including, among others:

Information Statement Covenant. The Share Exchange Agreement contemplates that STWI will prepare and file an information statement with the Securities and Exchange Commission and mail such information statement to stockholders as required under applicable SEC rules, and that the parties will furnish information reasonably requested for inclusion in the information statement.

Restricted Securities. The Exchange Shares shall be issued in a transaction exempt from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) thereof, shall constitute “restricted securities” within the meaning of Rule 144 under the Securities Act, and will bear a restrictive legend.

Termination; Outside Date. The Share Exchange Agreement may be terminated at any time prior to the Closing (or, in the case of clause (v) below, following the Closing but prior to the Registration Date): (i) by mutual written consent of Purchaser and TEG Parent (on behalf of the Seller); (ii) by either Purchaser or TEG Parent if the Closing has not occurred by December 31, 2026 (the “Outside Date”), unless such party’s breach was the principal cause of the failure to close; (iii) by either Purchaser or TEG Parent if a governmental authority issues a final, non-appealable order permanently prohibiting the Exchange, including a final denial of the antimonopoly clearance; (iv) by either Purchaser or TEG Parent upon the other party’s breach of any representation, warranty or covenant that would cause an applicable closing condition not to be satisfied and remains uncured for 30 days after written notice; or (v) by either Purchaser or TEG Parent, following the Closing but prior to the Registration Date, if the registering authority of the Republic of Uzbekistan issues a final refusal of the registration of the transfer of the Participatory Interests to STWI, or such registration otherwise becomes incapable of being completed under applicable law, and such refusal or incapacity is not cured within twenty (20) Business Days. In the event of a termination described in clause (v), the parties are required to unwind the deliveries made at the Closing and to restore the parties to their respective positions as of immediately prior to the Closing, as described above.

Representations and Warranties. The Share Exchange Agreement contains customary representations and warranties of the parties, set forth in separate articles for TEG SPV, the Seller and STWI. These representations and warranties generally address, among other matters: organization and good standing; authority and enforceability; capitalization and title to the participatory interests in TEG SPV; absence of conflicts; governmental approvals; financial statements; absence of undisclosed liabilities; material contracts; real property; intellectual property; taxes; compliance with law; litigation; sanctions and anti-corruption matters; and brokers’ fees. The representations and warranties of TEG SPV and the Seller generally survive until eighteen (18) months after the Registration Date, with longer survival periods for certain fundamental and tax representations, and the representations and warranties of STWI generally do not survive the Closing, other than certain fundamental representations that survive until twelve (12) months after the Registration Date.

Conduct of Business; Additional Covenants. The Share Exchange Agreement contains covenants governing the conduct of the parties’ respective businesses in the ordinary course between signing and the Closing, together with additional customary covenants, including cooperation to obtain the antimonopoly clearance and other required approvals, access to information, and the SEC filings described above. It also contains the covenants described elsewhere in this Information Statement, including the transfer of the Principal Stockholders’ shares of Common Stock to TEG Parent prior to the Closing, the reconstitution of our board of directors and officers, the change of our corporate name, the maintenance of our quotation on a marketplace operated by OTC Markets Group Inc. (“OTC Markets”); including the change-of-control re-application required by OTC Markets Group) and the Concurrent Financing and related resale registration rights. Except as otherwise provided in the Share Exchange Agreement, each party bears its own expenses, with Uzbek notarial and registration fees relating to the local transfer instruments borne by the Seller.

Indemnification. The Share Exchange Agreement contains customary indemnification provisions that apply from and after the Registration Date. The Seller indemnifies STWI for breaches of its own representations, warranties and covenants; TEG Parent indemnifies STWI for breaches of the representations and warranties of TEG SPV and of TEG SPV’s pre-Registration Date covenants; and STWI indemnifies the Seller for breaches of its surviving representations and of its covenants. Indemnification claims are generally subject to a deductible basket of 0.5% of the Exchange Share value, with a $25,000 per-claim minimum and an aggregate cap on general representation claims of 10% of the Exchange Share value; claims for breaches of certain fundamental and tax representations are not subject to the deductible and are instead subject to an aggregate cap equal to 100% of the Exchange Share value, and no cap applies to claims based on fraud or willful misconduct. Indemnification payments are payable in cash and are not secured by any escrow or holdback of the Exchange Shares (although STWI may offset any unpaid indemnification obligation of the Seller against amounts or other obligations owed to the Seller under the Share Exchange Agreement or the ancillary documents), and, except in the case of fraud or willful misconduct, indemnification is the exclusive remedy of the parties for breaches of the Share Exchange Agreement.

Reasons for the Board of Directors’ Actions

Our Board has determined that the Share Exchange Transaction, including the transfer by TEG Parent of its remaining participatory interests in TEG SPV to STWI, such that STWI will ultimately acquire 99.99999012% of the participatory interests in TEG SPV, is advisable and in the best interests of STWI and its stockholders. In reaching that determination, the Board considered, among other things, TEG SPV’s premium properties, stable business operations, management capabilities and other resources; the strategic benefits of the transaction, including the opportunity to expand STWI’s operations into Central Asia and provide opportunities for future growth and expansion; the potential for the combined company to achieve greater operational efficiencies, revenue growth and long-term shareholder value; and the terms and conditions of the proposed Share Exchange Agreement, and determined that the transaction was advisable and in the best interests of STWI and its stockholders.

Effects of the Transactions; Dilution; Pro Forma Capitalization and Ownership

The issuance of the Exchange Shares will substantially dilute the ownership interests of our existing stockholders. We currently have 5,044,334 shares of Common Stock outstanding. Pursuant to the Share Exchange Agreement, we will issue 177,849,280 shares of Common Stock to the Seller in exchange for 99.99999012% of the participatory interests in TEG SPV. Immediately following the Closing, and giving effect to the transfer of the Principal Stockholders’ shares of common stock to TEG Parent described above, the Seller is expected to hold approximately 90% of our outstanding Common Stock and our other existing and new stockholders approximately 10%.

No Dissenters’ Appraisal Rights

Under the Nevada Revised Statutes, our stockholders are not entitled to dissenters’ appraisal rights with respect to the approval of the Share Exchange Transaction, and we will not independently provide stockholders with any such right.

Interests of Directors and Executive Officers

None of the directors and executive officers of STWI have interests in the Share Exchange Transaction that may be different from, or in addition to, the interests of STWI’s stockholders generally.

INFORMATION ABOUT STWI

STWI Business

Business Overview

STWI was incorporated on July 3, 2023 under the laws of Nevada. It provides search engine optimization (“SEO”) services designed to increase online visibility and improve organic search performance for businesses across a range of industries. Using data analytics and proprietary algorithms, STWI provides keyword research and implementation strategies to assist clients in promoting their products and services online. STWI provides its services through its website and generates revenue primarily from subscription fees. It offers three monthly subscription plans: (i) Basic, (ii) Standard and (iii) Premium, which provide varying levels of functionality and request allowances. STWI also offers a subscription-based API tool for users managing multiple projects, which provides an expanded query quota, additional features and the ability to export acquired keywords.

STWI’s shares of common stock were removed from quotation on the OTCQB Venture Market operated by OTC Markets (“OTCQB”) on August 28, 2026 and are currently quoted under the symbol “STWI” on the Pink Limited Market operated by the OTC Markets. STWI expects its shares of common stock to be quoted on the OTCID Basic Market, as soon as it has completed the required verification process, and is currently using its commercially reasonable efforts to reinstate the quotation of its share of common stock on the OTCQB, as soon as possible; provided, however, there can be no assurance that the OTC Markets will approve STWI’s application or that STWI will satisfy all applicable OTCQB requirements. If not sooner, STWI believes that it will be able to have the quotation of its shares of common stock reinstated on the OTCQB, on or shortly after the closing of the Share Exchange Transaction, subject to compliance with all applicable OTCQB requirements.

STWI Properties

STWI’s current office space is located at 64/2 Mahtumquili Street, Yashnobod District 100000, Tashkent City, Republic of Uzbekistan. The space is adequate for its needs.

STWI Directors and Executive Officers 

Below is a list of STWI’s directors and executive officers as of the date hereof. The business address for the directors and officers of STWI is 64/2 Mahtumquili Street, Yashnobod District 100000, Tashkent City, Republic of Uzbekistan.

Elmurod Sopiev

Elmurod Sopiev, age 37, was appointed as the Chief Executive Officer of the Company on June 5, 2026. Since May 2025, Mr. Sopiev has served as a Director of AKFA Dream World, LLC (“ADW”), the operator of the Hilton Tashkent City Hotel (“Hilton Tashkent”), Tashkent, Uzbekistan, and an indirect subsidiary of Tourism and Entertainment Group, LLC, a hotel and hospitality company located in Uzbekistan (“TEG”). Mr. Sopiev served as a General Manager of Hilton Tashkent from November 2023 to May 2025. From October 2022 to November 2023, Mr. Sopiev served as a Director of Operations at Hilton Tashkent. From January 2021 to September 2022, Mr. Sopiev was a Cluster Food and Beverage Director at AKFA Holding. Mr. Sopiev was awarded a bachelor’s degree in tourism, hotel and restaurant management from Tashkent Tourism College in 2008.

Temur Zokirov

Mr. Temur Zokirov, age 30, was appointed as Chairman of the Board, Chief Financial Officer and Secretary of the Company on June 5, 2026. Mr. Zokirov has worked as a strategic advisor to the Chief Executive Officer of TEG since April 2023. Prior to joining TEG, from September 2022 to March 2023, Mr. Zokirov worked at PricewaterhouseCoopers Central Asia and Caucasus B.V. in Tashkent, Uzbekistan as a Manager; as a senior tax consultant, from February 2021 to August 2022; and as a tax consultant, from January 2018 to January 2021. Mr. Zokirov was awarded a bachelor’s degree in business administration from Westminster International University in Tashkent, Uzbekistan in June 2016, and a master’s degree in management from IE Business School in Madrid, Spain, in December 2017.

Bahtiyor Kadirov

Mr. Bahtiyor Kadirov, age 52, was appointed as an independent director of the Company on June 5, 2026. Mr. Kadirov has served as the Head of IFRS/U.S. GAAP reporting for TEG since 2025, where he conducts comprehensive internal audits, prepares financial statements and coordinates and supports external audits. Prior to joining TEG, from November 2018 to November 2024, Mr. Kadirov served as a Senior Audit Manager at Ernst & Young’s Tashkent office in Uzbekistan. Mr. Kadirov was awarded a bachelor’s degree in international economic relations from Tashkent State University of Economics in June 1996 and a master’s degree in liberal arts from University of Notre Dame in November 1996. Mr. Kadirov also attended an Exchange Program in International Business at Pace University from September 1994 to June 1995.

Elina Davidyan

Ms. Elina Davidyan, age 32, was appointed as an independent director of the Company on June 5, 2026. Ms. Davidyan has served as the Finance Director of East Restaurant, a subsidiary of TEG located in Tashkent, Uzbekistan and the Chief Accountant of AKFA Dream World, since July 2020. Ms. Davidyan was awarded a degree in accounting from Mirabad Academic Lyceum under the Tashkent Institute of Railway Engineers in June 2013, and a Bachelor’s degree in accounting and audit from Moscow Financial and Industrial University “Synergy” in December 2023.

STWI Security Ownership of Certain Beneficial Owners and Management 

The following table sets forth, as of the Record Date, certain information with respect to the beneficial ownership of shares of Common Stock by: (i) each person known to us to be the beneficial owner of more than five percent (5%) of outstanding shares of Common Stock, (ii) each director or nominee for director, (iii) each of the executives, and (iv) directors and executive officers as a group. Unless otherwise indicated, the address of each shareholder is c/o STWI at its principal office address:

(*) Beneficial ownership is determined in accordance with the rules of the SEC which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities.

Unless otherwise indicated, voting and investment power are exercised solely by the person named above or shared with members of such person’s household. This includes any shares such person has the right to acquire within 60 days.

(**) Percent of class is calculated on 5,044,334 shares outstanding as of the Record Date. 

(***) Includes the 3,000,000 shares of common stock held by Tourism and Entertainment Group LLC, a Uzbek limited company, in which Jakhongir Abidovich Artikkhodjaev holds over 99% of the outstanding ownership interests and maintains sole voting control over such shares. The address of Tourism and Entertainment Group LLC is 64/2 Mahtumquli Street, Yashnobod District, Tashkent 100000 Uzbekistan.

STWI Board and Executive Compensation

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

Summary Compensation Table

There are no current employment agreements between STWI and its officers. They have agreed to work with no remuneration until such time as STWI receives sufficient revenues necessary to provide management salaries. At this time, STWI cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.

STWI Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Transactions

It is STWI’s practice and policy to comply with all applicable laws, rules and regulations regarding related person transactions, including the Sarbanes-Oxley Act of 2002. A related person is an executive officer, director or more than 5% stockholder of STWI, including any immediate family members, and any entity owned or controlled by such persons. STWI’s Board of Directors (excluding any interested director) is charged with reviewing and approving all related-person transactions, and a special committee of Board of Directors is established to negotiate the terms of such transactions. In considering related-person transactions, Board of Directors considers all relevant available facts and circumstances.

Related Party Transactions

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

On June 30, 2026, the Company entered into a share subscription agreement (the “June 2026 Share Subscription Agreement”) with Jakhongir Abidovich Artikkhodjaev, for the purchase of 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 $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 of the aggregate purchase price, the Company issued and sold 1,000,000 shares of its common stock to Jakhongir Abidovich Artikkhodjaev pursuant to the June 2026 Share Subscription Agreement.

Related Party Loan

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

On July 4, 2023, STWI entered into an interest-free loan agreement with Yuliia Zaporozhan, STWI’s former Chief Executive Officer and former director. According to this agreement, Ms. Zaporozhan provided financial support to STWI, as needed, up to a total of $90,000 over the period of five years. On November 22, 2024, Agreement on the Assignment of Rights was executed between STWI, Viktor Balan, and Yulia Zaporozhan. Viktor Balan, who at that time served as STWI’s Director and Treasurer (and subsequently assumed the roles of President, Secretary, and CEO following Yulia Zaporozhan’s departure), paid Yulia Zaporozhan $136,050, representing the full outstanding balance of the debt owed by STWI to Yulia Zaporozhan. In consideration for this payment, Yulia Zaporozhan irrevocably assigned, transferred, and set over to Viktor Balan all of Yulia Zaporozhan’s right, 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 by the Company to Victor Balan under the amended loan agreement was $0. The related party loan was repaid in full pursuant to the Share Subscription Agreement dated June 5, 2026, which required the settlement of the outstanding loan balance.

Legal Proceedings 

STWI is not currently a party to any pending material legal proceedings, and, to the knowledge of its management, no material legal proceedings have been threatened against STWI.

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

Business Overview

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

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

Our primary revenue sources encompass:

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

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

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

Change of Control

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

More information on 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, 2026.

Results of Operations

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

Revenue

Total revenue for the three months ended June 30, 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 of existing contracts.

Operating expenses

Total expenses for the three months ended June 30, 2026 were $18,790, comprised of office rent $142, office expenses $160, bank service charges $16, depreciation expense $10,114 and professional fees $8,358.

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

The decrease in operating expenses of $42,446 or 69%, during the comparable periods mainly reflects a significant decrease in professional fees and absence of website CRO expenses, SEO 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, the Company recorded a net loss of $7,483 and $53,040, respectively, a decrease of $45,557 or 86% between the comparable periods. Such a 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, 2026 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 of existing contracts.

Operating expenses

Total expenses for the nine months ended June 30, 2026 were $68,944, comprised of office rent $353, office expenses $160, bank service charges $24, business licenses and permits $150, depreciation expense $30,344, professional fees $37,836, SEO services $803, marketing services $4,568, server lease $2,707 and website and 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 30, 2025 were $115,208, comprised of office rent $542, bank service charges $361, dues and subscriptions $30, business licenses and permits $200, depreciation expense $23,692, professional fees $42,452, website CRO expenses $9,000, website technical support $3,000, SEO services $9,919, marketing services $20,412 and server lease $5,600.

The decrease in operating expenses of $46,264 or 40%, during the comparable periods mainly reflects a significant decrease in professional fees, website CRO expenses, SEO services, server 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 $37,319 of net loss for the nine months ended June 30, 2025 to net loss of $13,170 for the same period in 2026, was mainly attributable to decrease in operating expenses in 2026, which was partially offset by decrease in total revenue.

Liquidity and Capital Resources

During the three months ended June 30, 2026 and 2025, the Company incurred operating losses of $7,483 and $53,040, respectively, and during the nine months ended June 30, 2026 and 2025, the Company incurred operating losses of $13,170 and $37,322, respectively, and had an accumulated deficit of $125,534 as of June 30, 2026. Since its inception, the Company has incurred operating losses and negative cash flows. The Company expects to continue to incur net 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 each year since inception, the Company plans to fund its operations and capital funding needs for the next 12 months through a combination of private and public equity and debt offerings, or a combination thereof, from existing and/or new investors, including related parties. We have limited financial resources available, which has had an adverse impact on our liquidity, activities and operations. Without realization of 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 need to obtain additional capital as mentioned above. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. No 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 statements included in this Information Statement and the report of the Company’s independent accounting firm included in the Company’s audited financial statements for the fiscal year ended September 30, 2025, which raises substantial doubt about the Company’s ability to continue as a going concern.

Operating Activities

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

Investing Activities

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

Financing Activities

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

Current Financial Condition

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

Off-balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues 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 condensed financial statements.

Fiscal year ended September 30, 2025 compared to fiscal year ended September 30, 2024

During the years ended September 30, 2025 and 2024 we have generated $95,409 and $9,007 in revenues, respectively.

Our net loss for the fiscal year ended September 30, 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 fiscal 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 2024

As of September 30, 2025, our total assets were $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 were $115,744 consisting of $11,343 cash and $104,401 intangible assets.

Operating Activities

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

Investing Activities

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

Financing Activities

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

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies

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

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

INFORMATION ABOUT TEG SPV

TEG SPV Business

Business Overview

TEG SPV is a limited liability company organized under the laws of the Republic of Uzbekistan on October 20, 2025. TEG SPV directly holds all of the participatory interests in the charter capital of each of AKFA Dream World LLC (“ADW”), Cultural Landmark Hotel LLC (“CLH”), and CAEX LLC (“CAEX”), each a limited liability company organized under the laws of the Republic of Uzbekistan (collectively, the “Operating Subsidiaries”). ADW owns and operates Hilton Tashkent in Tashkent, Uzbekistan; CLH owns and operates a Wyndham-branded hotel in Bukhara, Uzbekistan (“Wyndham Bukhara”); and CAEX owns and operates the Central Asian Expo, an exhibition center in Tashkent, Uzbekistan.

TEG SPV conducts its business through its operating subsidiaries and is principally engaged in the hospitality and the meetings, incentives, conferences, and exhibitions (“MICE”) industry in Tashkent and Bukhara, Uzbekistan. For the fiscal year ended December 31, 2025 and 2024, TEG SPV and the Operating Subsidiaries generated aggregate revenue of approximately $42,910 thousand and $35,173 thousand, respectively. TEG SPV operates in the hospitality and exhibition segments, via three core properties including two hotels and one exhibition center:

TEG SPV generates revenue from the following principal streams: rooms (accommodation), food and beverage, events, and other services such as laundry, spa, gym, parking and the rental of facilities and office space.

Industry Overview

TEG SPV operates in the hospitality and MICE industries. The principal markets in which it competes are Tashkent and Bukhara, Uzbekistan. The principal competitors of TEG SPV’s hotels include other internationally branded and independent hotels operating in Tashkent and Bukhara, including Hyatt Regency Tashkent, InterContinental Tashkent, Courtyard by Marriott Tashkent, Radisson Blu Hotel Tashkent, Lotte City Hotel Tashkent Palace, Mercure Tashkent and similar hotels and hospitality properties. CAEX competes in the exhibitions and events market, primarily with other exhibition and event venues, such as Uzexpocentre and Tashkent City Congress Centre, as well as organizers, such as ITECA, International Expo Group and BMCA, in Tashkent and Uzbekistan.

Management estimates that the principal factors affecting the hospitality and MICE industries include (1) the desirability and perceived attractiveness of Tashkent and Bukhara as destinations for business, leisure and MICE activities, (2) the financial condition and capacity of the airline and other transportation-related industries and the resulting impact on travel, (3) geopolitical risks in Central Asia, and (4) changes in customer demand, competition, technology, regulation and general economic conditions, each of which could affect the demand for hospitality and MICE services.

TEG SPV believes its principal competitive strengths include (1) established relationships with leading global hotel brands, including Hilton and Wyndham, (2) extensive knowledge of the Uzbek hospitality market and an established network of local and international partners, providing access to prime sites and supporting its real estate development capabilities, (3) strong operating capabilities and a proven track record of developing and operating high-quality business and leisure tourism assets, supported by a dedicated talent development platform and an efficient operating model, and (4) a portfolio positioned to benefit from the continued development of business, leisure and MICE tourism in Uzbekistan.

Hospitality Operations

Hilton Tashkent

On December 13, 2018, ADW and Hilton Hotel Worldwide Manage Limited (“Hilton”) entered into a franchise agreement (the “Hilton Agreement”), pursuant to which ADW was granted a non-exclusive license to operate a 258-room “Hilton” branded hotel in Tashkent (Hilton Tashkent). The Hilton Agreement has an approximately 25-year term, with no renewal or extension rights. ADW paid a one-time $200,000 franchise application fee and, commencing upon Hilton Tashkent’s opening, is required to pay monthly marketing fees equal to 4% of prior-month gross rooms revenue and royalty fees based on gross rooms and non-rooms revenue, ranging from 3% to 5% of gross rooms revenue and 1% to 2% of non-rooms revenue, plus applicable taxes and other fees.

ADW was also required to complete construction and refurbishment of Hilton Tashkent by the specified deadlines, including by September 1, 2020, and operate Hilton Tashkent in compliance with Hilton’s brand standards, maintain required insurance and records, and comply with certain non-competition restrictions. Hilton is subject to a limited territorial restriction prohibiting it from operating another “Hilton” branded hotel within a 10-kilometer radius of Hilton Tashkent for 120 months following the execution date of the Hilton Agreement, subject to certain exceptions.

Hilton has the right to terminate the Hilton Agreement for specified defaults, including non-payment, failure to comply with the agreement or brand standards, failure to maintain insurance, repeated defaults, insolvency, cessation of operations, unauthorized transfers, certain sanctions or anti-corruption events, and failure to timely complete the Hotel Work. Hilton may also impose interim remedies, including suspension from its reservation system and disabling of software. Upon early termination, ADW must cease using Hilton’s marks and system and pay liquidated damages, generally based on the number of approved guest rooms or fees payable during the preceding 24 months, as applicable, together with certain indemnification obligations. The Hilton Agreement is governed by English law, with disputes subject to ICC arbitration seated in London, England and conducted in English.

Wyndham Bukhara

On December 29, 2020, Wide Tent System LLC (“Wide Tent”) and Wyndham Hotel Group (UK) East Limited (“Wyndham”) entered into a services agreement (the “Wyndham Services Agreement”) and a sublicense agreement (the “Wyndham Sublicense Agreement” and together with the Wyndham Services Agreement, the “Wyndham Agreements”). Each of the Wyndham Agreements has a 20-year term commencing on its effective date, with no renewal rights.

Under the Wyndham Sublicense Agreement, Wyndham sublicensed to Wide Tent the “Wyndham” system and trademarks to operate a hotel facility in Bukhara, Uzbekistan (“Wyndham Bukhara”) as a “Ramada by Wyndham” property. Under the Wyndham Services Agreement, Wyndham provides reservation, sales and marketing, training, purchasing and consulting services.

Wide Tent is required to pay an initial fee of US$52,000, monthly royalty fees based on gross room revenues, and monthly service fees and other charges under the Wyndham Services Agreement. The royalty rate is 2.0% for license years one and two, 3.5% for years three and four, and 4.5% thereafter. Overdue amounts accrue interest at 1.5% per month, subject to applicable law. Wide Tent is also required to operate and maintain Wyndham Bukhara in accordance with Wyndham’s standards, participate in its reservation and marketing programs, complete required training, maintain specified insurance, undertake required renovations, and satisfy other operational and indemnification obligations.

Wyndham Bukhara was required to open by June 30, 2022. Wyndham may terminate the Wyndham Agreements following specified uncured defaults or immediately upon certain events, including cessation of operation as a “Ramada by Wyndham” property, certain payment or reporting defaults, prohibited transfers, insolvency, material misrepresentations, and other specified events. The agreements may also be terminated in certain circumstances relating to political events, competition-law compliance, casualty or condemnation. Upon certain terminations, Wide Tent is required to pay liquidated damages based generally on fees accrued during the preceding 24 months, subject to specified exceptions and adjustments.

The Wyndham Agreements generally prohibit Wide Tent from transferring its interests or effecting a change of control without Wyndham’s prior written consent and satisfaction of specified conditions. Certain permitted transfers and public offerings or listings are exempt. Any permitted transfer generally must cover both Wyndham Agreements and be made to the same transferee. TEG believes this requirement does not apply to the Share Exchange Transaction because it does not constitute a change of control.

Wide Tent is also subject to territorial and non-compete restrictions and, following termination, must cease use of the Wyndham system and trademarks, de-identify Wyndham Bukhara, transfer specified domain names, return confidential materials and satisfy outstanding payment obligations. The Wyndham Agreements are governed by the laws of England and Wales, with disputes resolved by LCIA arbitration seated in London and conducted in English.

While Wide Tent operated Wyndham Bukhara, the hotel building and related items of property, plant and equipment were leased from J-United LLC, the company controlled by the Ultimate Beneficiary Owner. According to the lease agreement, Wide Tent paid monthly rent of UZS 1,626,000 thousand (approximately US$138,000), including the value added tax (VAT).

On December 14, 2023, Wide Tent entered into an agreement with Aimbridge Hotel Management LLC (“AHM”), a company controlled by the Ultimate Beneficial Owner, pursuant to which AHM agreed to supply food and beverage products to Wide Tent for an aggregate amount of UZS 100,000,000 thousand. Furthermore, on February 1, 2024, Wide Tent and AHM entered into an agreement pursuant to which AHM would arrange accommodation for guests at Wyndham Bukhara. For purposes of the 2024 and 2025 financial statements, the financial statements of AHM were combined with those of Wide Tent and presented as part of Wide Tent’s financial statements.

On December 2, 2025, CLH was incorporated as a wholly owned subsidiary of TEG Parent. Pursuant to a decision of the owner of J-United LLC, the assets and liabilities related to the building of Wyndham Bukhara were contributed to CLH. The management and employees involved in the operations of Wyndham Bukhara were transferred from Wide Tent to CLH’s payroll. The lease agreement between J-United LLC and Wide Tent, as well as the agreements between Wide Tent and CLH were terminated.

On December 24, 2025, pursuant to a decision of the owners of TEG Parent, TEG Parent’s ownership interest in CLH was transferred to TEG SPV as a contribution to the share capital of TEG SPV. Accordingly, TEG SPV became the 100% owner of CLH.

While Wide Tent remained the holder of the license to operate Wyndham Bukhara, on January 5, 2026, Wide Tent and CLH entered into an agreement pursuant to which CLH leased the Wyndham Bukhara building and related property, plant and equipment to Wide Tent for UZS 45 million (approximately US$3,800) per month. On March 30, 2026, Wide Tent and CLH entered into an agreement pursuant to which Wide Tent outsourced personnel from CLH for the operation of Wyndham Bukhara for UZS 720 million (approximately US$61,000) per month.

Pursuant to an assignment, assumption and amendment agreement entered into by Wide Tent, CLH and Wyndham on August 7, 2026, all rights, title and interest of Wide Tent in and to the Wyndham Service Agreement were transferred to CLH. Following the transfer of the license, the lease agreement and personnel outsourcing agreement between CLH and Wide Tent were terminated.

Exhibition Operations

Central Asian Expo

CAEX owns and operates the Central Asian Expo, an international exhibition and convention complex for exhibitions, trade fairs, conventions and other business events, located in a 63,000-square-meter site in Tashkent, Uzbekistan. Central Asian Expo comprises approximately 23,000 square meters of internal exhibition space, including 18,000 square meter multifunctioning pavilion and a 2-floor foyer of 5,000 square meters with 10 meeting rooms and a 60-person conference room, and provides parking for more than 700 vehicles, including designated VIP parking spaces.

Central Asian Expo operates under two principal business models. First, it leases its exhibition and event facilities to third-party organizers, which organize and conduct their own exhibitions and trade fairs at the venue. Under this model, Central Asian Expo primarily generates revenue from the rental of its exhibition and event facilities.

Second, Central Asian Expo organizes and promotes exhibitions and other events under its own brands. For these events, CAEX generates revenue primarily through the sale or reservation of exhibition space and related services to participating exhibitors. Exhibitors may select either raw exhibition space or pre-built stands and are required to comply with CAEX’s applicable stand construction, safety and operating requirements.

CAEX markets the Central Asian Expo property and events to domestic and international exhibitors and visitors and seeks to attract participants from Uzbekistan, other Central Asian countries, and other international markets. CAEX also works with industry associations, event organizers and exhibition marketing platforms to promote its events and expand its participant base.

Customers

TEG SPV generates revenue primarily from providing accommodation, food and beverage, events and other services. For the fiscal years ended December 31, 2025 and 2024, accommodation, food and beverage, events and other services accounted for approximately 42.8%, 37.7%, and 19.5% and 53.9%, 34.0%, and 12.1% of TEG SPV’s revenue, respectively. In the fiscal year ended December 31, 2025, SKY Events LLC accounted for 12% of TEG SPV’s revenue. TEG SPV did not have any major customer accounting for 10% or more of its revenue in the fiscal year ended December 31, 2024.

Suppliers

TEG SPV and its subsidiaries purchase or lease their fixtures, furnishings, equipment, signs, inventory, food and beverages from third party suppliers. For the fiscal years ended December 31, 2025 and 2024, Empire Aviation Group FZCO, to whom ADW paid for aircraft lease on behalf of Mr. Artikkhodjaev, the principal owner of TEG SPV, accounted for 20% and 22% of TEG SPV’s purchases, respectively. Furthermore, Discovery Invest Global LLC, a contractor for construction works for ADW and CLH, accounted for 38% and 30% of total purchases of TEG SPV for the fiscal years ended December 31, 2025 and 2024, respectively.

Seasonality

TEG SPV’s business is subject to seasonal fluctuations. Historically, the operating results of its hotels and resorts division have been affected by seasonal variations in travel and tourism activity, while the operations of CAEX are also subject to fluctuations in trading activity  and market conditions.

The principal factors contributing to seasonality in the hotels and resorts division include the timing and volume of leisure and business travel, tourism flows, and the seasonal nature of demand for accommodations. Hilton Tashkent and Wyndham Bukhara properties typically experience higher occupancy levels during April through May and September through October, reflecting periods of increased business and leisure travel. Conversely, hotel occupancy and operating results may be comparatively weaker during the winter months and other periods of lower travel activity.

As a result, the hotels and resorts division may experience fluctuations in quarterly revenue, occupancy and operating results, with the second and fourth quarters generally benefiting from higher-demand travel periods. The timing and magnitude of these seasonal patterns may vary from year to year depending on tourism trends, business travel, major events, economic conditions and other factors.

CAEX’s operating results may also fluctuate from quarter to quarter due to changes in trading volumes, market activity and other factors affecting the capital markets. The periods from the second half of February through early June and from the second half of August through early December are generally considered “high-season” periods, during which the greatest number of events are typically organized. Accordingly, TEG SPV’s quarterly operating results may not be indicative of its annual results, and comparisons of operating results between individual quarters may be affected by seasonal and other fluctuations.

Intellectual Property

TEG SPV, through its subsidiaries, owns two trademarks: Delta Plaza and Citizen Apartments. Additionally, TEG SPV, through its subsidiaries, is licensed to use the Hilton and Wyndham trademarks at the respective hotels.

Certificates and Licenses

TEG SPV’s operations are subject to governmental laws, regulations, permits, approvals, certificates and licenses in Uzbekistan. Material licenses, permits and approvals include TEG SPV Certificate of registration No. 2980923, issued by the Public Services Center of Yashnobod District, Tashkent City, on October 20, 2025 for an indefinite term. TEG SPV believes that it is in material compliance with applicable requirements.

Employees

As of August 31, 2026, TEG SPV had 16 employees; ADW had approximately 497 employees, 28 of which are independent contractors operating on the basis of civil law contracts; CLH had approximately 141 employees, 56 of which are independent contractors operating on the basis of civil law contracts; and CAEX LLC had approximately 117 employees, 40 of which are independent contractors operating on the basis of civil law contracts. All of TEG SPV and its subsidiaries’ employees are located in Uzbekistan.

TEG SPV believes that it and its subsidiaries maintain a good working relationship with their employees, and TEG SPV and its subsidiaries have not experienced material labor disputes in the past. None of its employees are represented by labor unions.

History and Organization

TEG SPV was formed on October 20, 2025 as a holding company. TEG Parent and Wellmore own 99.99999012% and 0.00000988% of the participatory interests in TEG SPV, respectively. Wellmore is 100% owned by TEG Parent.

ADW was incorporated on December 6, 2017 and TEG SPV became its 100% owner on December 22, 2025. CLH was incorporated on December 2, 2025, and TEG SPV became its 100% owner on December 19, 2025. CAEX was incorporated on December 2, 2025, and TEG SPV became its 100% owner on December 12, 2025.

Below is an illustration of the corporate structure of TEG SPV as of the date of this Information Statement.

TEG SPV Properties

TEG SPV’s principal executive office is located at 64/2 Mahtumquli Street, Yashnobod District, Tashkent, 2K, 100000. TEG SPV leases the office space of approximately 194 square feet at this location for its corporate operations from Way II Management LLC for a monthly rent of $135, with the lease expiring on October 31, 2026.

TEG SPV’s hotel and exhibition center properties are listed as below. TEG SPV, through its subsidiaries, owns each of such properties.

TEG SPV Ownership of Certain Beneficial Owners and Management 

The following table provides information as of the Record Date, regarding beneficial ownership of 5% or more of the participatory interests by: (i) each person known to TEG SPV who beneficially owns more than five percent of TEG SPV’s participatory interests; (ii) each of the expected officers and directors of the TEG SPV.

Unless otherwise indicated, the address for each beneficial owner is 64/2 Mahtumquli Street, Yashnobod District, Tashkent, 2K, 100000.

TEG SPV Directors and Executive Officers 

Below is a list of TEG SPV’s directors and executive officers as of the date hereof, and a brief account of the business experience of each of them. The business address for the directors and officers of TEG SPV is 64/2 Mahtumquli Street, Yashnobod District, Tashkent, 2K, 100000.

Executive Officers

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

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

Ms. Elina Davidyan has worked as the Chief Accountant of TEG SPV since August 2026. Since July 2020, Ms. Davidyan has also served as the Chief Accountant of ADW, a subsidiary of TEG SPV and the operator of Hilton Tashkent. Since July 2026, Ms. Davidyan has concurrently served as the Economic and Financial Director of East Restoran, where she previously served as the Financial Director from April 2021 to July 2026 and as the Chief Accountant from July 2020 to March 2021. From February 2020 to June 2020, Ms. Davidyan served as a Deputy Director at Martensit Investment. From May 2019 to December 2019, Ms. Davidyan was a Deputy Director for Finance and Economics at Supreme Quality. From March 2019 to May 2019, she served as the Chief Accountant of Prime Electric Engineering, and from January 2018 to February 2019 as the Chief Accountant of Smart Modern Systems. From August 2016 to January 2018, Ms. Davidyan served as the Chief Accountant of Modern Switch. She began her career as an Accountant, working at Sky Wind Systems from November 2015 to July 2016 and at Artel Support from April 2015 to August 2015. Ms. Davidyan was awarded a degree from Moscow University for Industry and Finance “Synergy” in 2023.

Mr. Mikhail Romanov works as the Head of the Legal Department of TEG SPV. Since 2025, Mr. Romanov has been with TEG SPV, where he served as General Legal Counsel before assuming his current position, in which he oversees the company’s legal function and legal support of its operations. Mr. Romanov also serves as General Legal Counsel of Way II Management, LLC, a position he has held since 2024, and as General Legal Counsel of Tourism and Entertainment Group. From 2023 to 2024, Mr. Romanov served as a Head of Department at KS Lux Intertrading. From 2016 to 2023, he held a number of legal positions within the Asklepiy group of pharmaceutical companies, serving as a Legal Counsel and later as a Head of Department. Earlier in his career, from 2017 to 2019, Mr. Romanov practiced as an attorney with several law firms in Tashkent, and began his career in 2015 with the Justice Department of the Tashkent Region and the audit firm Parker Russell Audit. Mr. Romanov was awarded a degree in jurisprudence from Tashkent State University of Law in 2015.

Mr. Bahtiyor Kadirov, works as the Head of IFRS/U.S. GAAP reporting of TEG SPV. Mr. Kadirov has served in this position since 2025, where he conducts comprehensive internal audits, prepares financial statements and coordinates and supports external audits. Prior to joining TEG SPV, from November 2018 to November 2024, Mr. Kadirov served as a Senior Audit Manager at Ernst & Young’s Tashkent office in Uzbekistan. Mr. Kadirov was awarded a bachelor’s degree in international economic relations from Tashkent State University of Economics in June 1996 and a master’s degree in liberal arts from University of Notre Dame in November 1996. Mr. Kadirov also attended an Exchange Program in International Business at Pace University from September 1994 to June 1995.

Ms. Irina Li works as the HR Director of TEG SPV. Since December 2025, Ms. Li has been responsible for personnel management and the development of HR processes, the organization of HR administration, the handling of employment relations with employees, and compliance with labor law requirements. From August 2024 to July 2026, Ms. Li served as an HR Inspector at Tourism and Entertainment Group. From October 2017 to July 2024, Ms. Li served as an HR Inspector at the Republican Anti-Plague Center of Railway Transport. From 1995 to 2011, Ms. Li worked as a teacher of mathematics and computer science at secondary schools. Ms. Li was awarded a degree in mathematics from Tashkent State University in 1995.

Non-Executive Directors

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

Wesley T. Davis serves as an Independent Member of the Supervisory Board of TEG SPV, a position he has held since April 2026. Mr. Davis is a finance professional with over 30 years of experience in emerging and frontier markets, spanning investment banking, project finance and operating company roles. Since June 2025, Mr. Davis has served as a Senior Advisor for Capital Formation at Buenassa, where he is responsible for funding solutions for the group’s critical minerals trading and refinery development operations in the Democratic Republic of Congo. From 2020 to 2025, Mr. Davis served as a Senior Managing Director at Delphos Ltd in London, advising governments and state-owned enterprises in Central Asia and Africa on infrastructure and climate transition financing. From 2020 to 2023, Mr. Davis served as a member of the Supervisory Board of Ipoteka Bank in Uzbekistan, where he chaired the Corporate Governance Committee and took part in the country’s only privatisation of a state-owned bank. From 2017 to 2021, he served as Finance Director of 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 at 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 and Ulaanbaatar. Earlier in his career, Mr. Davis held senior capital markets positions at Renaissance Capital, HSBC Bank plc, Merrill Lynch, Deutsche Bank and Chase Manhattan Bank in London and New York. Mr. Davis was awarded an MBA from Arizona State University and a master’s degree in international management from the American Graduate School of International Management in 1993, and a bachelor’s degree in economics from the University of Florida in 1988.

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

Richard Sharko serves as an Independent Member of the Supervisory Board of TEG SPV, a position he has held since June 2026. Mr. Sharko has over 40 years of international experience in finance, accounting, auditing and risk management, including service on the boards of listed companies, financial institutions and standard-setting bodies. Since December 2022, Mr. Sharko has served as a Board Member of Solidcore Resources plc in Astana, where he chairs the Remuneration Committee and is a member of the Audit Committee. From 2022 to 2024, he served as a Board Member and Chairman of the Audit Committee of AikGroup (CY) Ltd, a bank holding company based in Limassol. From 2015 to 2020, Mr. Sharko served as a Board Member of the International Auditing and Assurance Standards Board in New York, where he chaired the ISA 540 Revised Task Force and the IAASB–IASB liaison working group. Mr. Sharko spent his executive career with PwC, which he joined in 1983 and where he served as a Partner from 1994 onwards in Vladivostok, Moscow, London and Amsterdam. During his tenure he served as Chief Risk Officer and Management Board member of PwC Central and Eastern Europe from 2013 to 2015, as Chief Accountant of the CEE region responsible for IFRS technical matters from 2006 to 2013, as a member of the PwC Global IFRS Leadership team, and as a member of the PwC Global Network Governance Board from 2009 to 2013. Mr. Sharko was awarded a bachelor of science degree in accounting from Loyola Marymount University in Los Angeles in 1983 and is a Certified Public Accountant (retired) of the State of California.

Irodakhon Abduvakhitova serves as a Non-Independent Member of the Supervisory Board of TEG SPV, a position she has held since April 2026. Since June 2025, Ms. Abduvakhitova has served as the General Manager of Tourism and Entertainment Group, having first joined the company in this position on a concurrent basis in December 2024. In this role she is responsible for the administrative management of the company and the coordination of its day-to-day operations. From June 2020 to March 2025, Ms. Abduvakhitova served as the Director of Inspo Care.

Committees of the Board 

TEG SPV currently has two standing committees of the Board — an Audit Committee and a Nominating and Compensation Committee. Each committee has the composition and responsibilities described below. TEG SPV’s Board may from time to time establish other committees as and when required to facilitate the management of its business.

Audit Committee

The Audit Committee assists the Board in overseeing TEG SPV’s accounting and financial reporting processes and the audits of its financial statements. The Audit Committee’s responsibilities include, among other matters: appointing, approving the compensation of, and assessing the independence of its accounting firm; overseeing the work of its accounting firm, including through the receipt and consideration of reports from such firm; reviewing and discussing with management and the accounting firm its annual and quarterly financial statements and related disclosures; coordinating the Board’s oversight of its internal control over financial reporting, disclosure controls and procedures; discussing its risk management policies; meeting independently with its registered public accounting firm and management; and reviewing and approving or ratifying any related person transactions.

The members of TEG SPV’s Audit Committee are Richard Sharko, Wesley Davis, and Anita Mendiratta, with Richard Sharko serving as the chairperson of this committee.

Nominating and Compensation Committee

The Nominating and Compensation Committee assists the Board in overseeing matters relating to the nomination of directors, corporate governance and executive and director compensation. The Nominating and Compensation Committee’s responsibilities include, among other matters: reviewing the composition of and evaluating the performance of the Board; recommending persons for election to the Board; reviewing the composition of the committees of the Board and recommending persons to serve as members of such committees; reviewing and maintaining compliance of committee membership with applicable regulatory requirements; reviewing potential conflicts of interest of members of the Board and our executive officers; reviewing and approving, or recommending for approval by the Board, the compensation of TEG SPV’s Chief Executive Officer and other executive officers; overseeing and administering TEG SPV’s cash and equity incentive plans; and reviewing and making recommendations to the Board with respect to director compensation.

The members of TEG SPV’s Nominating and Compensation Committee are Marc Kasher, Wesley Davis, and Anita Mendiratta, with Marc Kasher serving as the chairperson of this committee.

TEG SPV Executive Compensation 

Summary Compensation Table

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to TEG SPV named executive officer during the years ended December 31, 2025 and 2024 in all capacities for the accounts of the executive, including the CEO, CFO, Chief Accountant, Chief Lawyer, Head of Internal Audit, and Head of HR Department:

Compensation of Directors

Anita Mendiratta, Wesley T. Davis, Marc William Kasher, Richard Nolan Sharko, and Irodakhon Abduvakhitova were appointed as TEG SPV’s directors in 2026. Total annual compensation of the directors for serving on the board for fiscal year ending on December 31, 2026 is expected to be approximately US$330,000.

TEG SPV Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Transactions

During the fiscal years ended December 31, 2025 and 2024, TEG SPV and its subsidiaries entered into certain transactions with related parties in the ordinary course of its business. The 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 course of the TEG SPV and its subsidiaries’ business and on terms that TEG SPV and its subsidiaries believe to be comparable to those available in transactions with unrelated third parties. TEG SPV also entered into certain loan arrangements with its affiliates. TEG SPV and its subsidiaries believe that the terms of these transactions were fair and reasonable and in the best interests of TEG SPV and its subsidiaries.

Related Party Transactions

For a description of the transactions and arrangements between the Company and its related parties, including the nature and amounts of such transactions during the periods presented, see Note 22, “Related Party Transactions,” to TEG SPV’s combined financial statements included elsewhere in this Information Statement, which is incorporated herein by reference.

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

Legal Proceedings 

TEG SPV and its subsidiaries are involved in claims and lawsuits incidental to the ordinary course of its businesses, such as personal injury actions by guests and employees and complaints alleging employee discrimination. TEG SPV maintains various insurance policies, including general liability and property damage insurance, as well as workers’ compensation, business interruption, and other policies, which it believes to provide adequate coverage for the risks associated with its range of operations. TEG SPV believes that it is adequately insured against these claims by its existing insurance policies and that the outcome of any pending claims or proceedings will not have a material effect on its financial statements.

TEG SPV is not currently a party to any pending material legal proceedings, and, to the knowledge of its management, no material legal proceedings have been threatened against TEG SPV.

TEG SPV Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Overview

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

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

For the six months ended June 30, 2026, we generated revenue 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 for the six months ended June 30, 2025. For the fiscal year ended December 31, 2025, we generated revenue of $42,910 thousand and net income of $14,364 thousand, compared with revenue of $35,173 thousand and net income of $4,552 thousand for the fiscal year ended December 31, 2024. As of June 30, 2026, we had total assets of $124,690 thousand and total shareholders’ equity of $85,201 thousand, compared with 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 as a holding company. TEG SPV is owned by TEG Parent and Wellmore, each of which is controlled by Mr. Jakhongir Abidovich Artikkhodjaev (the ultimate beneficial owner or “UBO”). During the fourth quarter of 2025, we undertook a legal restructuring to create a unified holding structure, which involved the establishment of TEG SPV together with two new subsidiaries. As part of the restructuring, each of ADW, CLH, and CAEX became a wholly owned subsidiary of TEG SPV. The restructuring was completed in June 2026.

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

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

Key Factors Affecting Our Results of Operations

Tourism and overall travel demand

Our revenue is substantially derived from hotel room occupancy, food and beverage sales, and events and exhibition activity, each of which is sensitive to inbound and domestic travel demand, 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 the number of rooms we sell and the rates we achieve. Both are sensitive to the supply of competing hotel rooms in Tashkent and Bukhara, to corporate and group demand, and to broader travel patterns. During the six months ended June 30, 2026, rooms sold at Hilton Tashkent declined to 27,193 from 29,409 in the comparable prior-year period, and occupancy declined to approximately 58% from approximately 63%. Management attributes the decline principally to the entry of new luxury supply in Tashkent, including Swissotel, JW Marriott and Mercure Tashkent North, to aggressive pricing by an existing competitor, and to the cancellation and postponement of corporate projects. We expect competition 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, food and beverage and events services is materially lower in the first quarter than in the balance of the year, particularly in Bukhara, where the first quarter is a low-demand period. Revenue for the three months ended June 30, 2026 represented approximately 65% of revenue for the six months ended June 30, 2026. Because a substantial portion of our operating cost base does not vary with occupancy, our margins compress significantly in low-demand periods and expand in high-demand periods. Results for any interim period are therefore not necessarily indicative of results to be expected for a full year.

Timing of the exhibition calendar

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

Operating leverage and cost structure

A substantial portion of our cost of sales — including operational payroll, depreciation, royalty expense and utilities — is fixed or semi-fixed over the short term. As a result, changes in revenue have a disproportionate effect on gross profit and operating income. In the six months ended June 30, 2026, revenue declined 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 costs are denominated in UZS, while our principal borrowings are denominated in U.S. dollars. Movements in the UZS/U.S. Dollar exchange rate therefore affect both the translation of our results into our reporting currency and the remeasurement of foreign-currency monetary balances, which is recognized in net foreign exchange gain or loss. We recorded a net foreign exchange loss of $324 thousand for the six months 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 swing of $1,012 thousand. As of June 30, 2026, our net foreign-currency monetary liability position was $26,663 thousand, compared with $32,462 thousand as of December 31, 2025.

Capital structure and financing costs

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

Taxation

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

Concentration risk

We conduct all of our operations in Uzbekistan, and a portion of our revenue and receivables has historically been concentrated with a single customer, SKY EVENTS LLC, which accounted for 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 of lodging services and is recognized over time, on a daily basis, as rooms are occupied. Where bookings include breakfast, the transaction price is allocated between lodging and breakfast using the residual approach. For non-refundable bookings, revenue is recognized when the stay occurs or when cancellation or no-show rights lapse. Loyalty programs provide customers with a material right, and a portion of the transaction price is therefore deferred and recognized when points are redeemed or expire.

Food and beverage revenue includes restaurant, room 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 services such as catering, equipment rental and event support services. These services are treated as a single performance obligation, and revenue is recognized over time, typically on a straight-line basis over the event period.

Other services revenue includes laundry, spa, gym and the rental of facilities and office space, and is generally recognized at a point in time when the service is rendered, except for 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 with providing hospitality services and operating the exhibition center, including labor and related employee benefits for operational staff, food and beverage costs, guest supplies, laundry and cleaning services, depreciation of operating assets, directly attributable taxes, 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 of costs not directly attributable to providing hospitality services or operating the exhibition center, including corporate and administrative salaries and related employee benefits, marketing and advertising costs, professional and consultancy fees, office and information technology expenses, insurance and other general overhead. We expect these expenses to increase in absolute terms and as a percentage of revenue following this offering as we incur the costs of operating as a public company, including increased legal, accounting, insurance, investor relations and compliance costs.

Provision for bad debts, net

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

Other operating expenses, net

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

Interest income and interest expense

Interest income consists principally of interest earned on notes receivable and interest-bearing balances due from related parties, together with the unwinding of discounts on those instruments. Interest 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 remeasurement into UZS of monetary assets and liabilities denominated in currencies other than each entity’s functional currency, principally U.S. dollar-denominated borrowings and receivables.

Income tax expense

Income tax expense comprises current and deferred income tax. Current tax is measured at the enacted Uzbek statutory rate of 15%. Deferred taxes are recognized on temporary differences between the financial reporting bases of assets and liabilities and their respective tax bases, measured at the rates expected to apply when 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 statements of operations, with expenses shown in parentheses. The change columns present the arithmetic movement in each line item; accordingly, an 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 of operations for the periods indicated:

Revenue

Revenue decreased by $1,523 thousand, or 11.9%, to $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 table disaggregates revenue by major revenue stream:

Room revenue decreased by $1,170 thousand, or 18.3%, and was the principal driver of the decline in total revenue for the quarter. At Hilton Tashkent, rooms sold declined to 14,400 from 17,295 and occupancy declined to approximately 61% from approximately 74%, reducing hotel services revenue by approximately 23%. Management attributes the decline to the entry of new luxury supply in Tashkent, to aggressive pricing by an existing competitor and to the cancellation and postponement of corporate projects. Wyndham Bukhara partially offset this, growing revenue on a 20% increase in average daily rate that more than offset a decline in occupancy.

Events revenue decreased by $192 thousand, or 4.2%. Banquet revenue at Hilton Tashkent increased notwithstanding a reduction in Grand Ballroom and conference room days sold, indicating a more favorable event mix and higher average checks, and the quarter included the first revenue from the Solara Pool, which commenced operations on June 6, 2026. This was more than offset by a decline in Exhibition segment revenue, which reflects the rescheduling of exhibitions held in the second quarter of 2025 into the second half of 2026.

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

Cost of sales and gross profit

Cost of sales increased by $388 thousand, or 6.9%, to $5,973 thousand for the three months ended June 30, 2026 from $5,585 thousand for the three months ended June 30, 2025, notwithstanding the 11.9% decline in revenue. As a percentage of revenue, cost of sales increased to 53.1% from 43.7%. Operating supplies and consumables increased 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 offset 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. In the Exhibition segment, cost of sales increased as operating and event costs were incurred in the quarter in respect of exhibitions scheduled for later in 2026. Cost of sales at Wyndham Bukhara declined over the quarter.

As a result, gross profit decreased by $1,911 thousand, 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 reflects revenue falling against a substantially fixed cost base, together with the effect of the reallocation of employees from administrative to 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 by $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 June 30, 2025, and increased as a percentage of revenue to 9.5% from 6.8%. Employee compensation and benefits increased by $247 thousand to $580 thousand and was the principal driver, while other taxes fell to nil from $99 thousand. Management attributes the increase principally to higher employee salary costs at Wyndham Bukhara, together with higher administrative salaries in the Exhibition segment and $13 thousand of holding-company costs at TEG SPV for which there is no prior-period comparative. Selling, general and administrative expenses at Hilton Tashkent were broadly flat, as lower payroll and consulting costs offset higher materials and other employee costs, and advertising was stable 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 thousand to $186 thousand for the three months ended June 30, 2026 from $44 thousand for the three months ended June 30, 2025. The charge is heavily weighted to the second quarter, as the combined charge for the six months ended June 30, 2026 was $175 thousand, and arose principally at Hilton Tashkent.

Other operating expenses

Other operating expenses, net decreased by $350 thousand, 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. The decrease reflects the non-recurrence of charges recorded in the Exhibition segment in the prior-year quarter, partially offset by an increase at Hilton Tashkent, which recorded a loss of approximately $145 thousand on the demolition and write-off of part of the Tumbler restaurant structure in connection with the construction of the Solara Pool.

Operating income

Operating income decreased by $1,897 thousand, or 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 operating margin declined to 33.7% from 44.5%. The $1,911 thousand contraction in gross profit and the $194 thousand increase in selling, general 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 60.6%, to $562 thousand, arising entirely at Hilton Tashkent on loans issued to related parties. Interest expense decreased by $201 thousand, or 27.1%, to $540 thousand, consistent with the reduction in the outstanding principal balance of our bank facility. We recorded a net foreign exchange gain of $312 thousand for the three months ended June 30, 2026, compared with a gain of $691 thousand for the three months ended June 30, 2025, a reduction of $379 thousand, as gross exchange gains declined and gross exchange losses increased. Other expenses, net 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, 2025.

Income tax expense decreased by $66 thousand, or 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 16.8%.

Net income and comprehensive income

Net income decreased by $1,819 thousand, or 36.4%, to $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 six-month period, the decline in operating income was partially cushioned by higher non-operating related-party interest income and lower interest expense.

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

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

Revenue

Revenue decreased by $1,150 thousand, or 6.2%, to $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 table disaggregates revenue by major revenue stream:

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

Events revenue increased by $311 thousand, or 5.3%. Banquet and catering activity at Hilton Tashkent increased, assisted by a single catering engagement in Samarkand that contributed approximately $1,585 thousand of revenue in the period and that we do not expect to recur. This increase was substantially offset by lower Exhibition segment revenue, which declined as a result of the rescheduling of exhibitions from the first half of the year into the second half of 2026.

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

Cost of sales and gross profit

Cost of sales increased by $680 thousand, or 6.8%, to $10,706 thousand for the six months ended June 30, 2026 from $10,026 thousand for the six months ended June 30, 2025, notwithstanding the 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 components of cost of sales:

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

As a result, gross profit decreased by $1,830 thousand, 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 against a substantially fixed cost base and the effect of the payroll reallocation described above, for which the comparative period has not been restated.

Selling, general and administrative expenses

Selling, general and administrative expenses increased by $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 30, 2025, and increased as a percentage of revenue to 11.2% from 7.6%. The following table sets forth the components:

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

Provision for bad debts, net

Provision for bad debts, net increased by $81 thousand, 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. The 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 thousand, 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. The decrease reflects the non-recurrence of charges recorded in the Exhibition segment in the prior-year period, partially offset by an increase at Hilton Tashkent, which recorded a loss of approximately $145 thousand on the demolition and write-off of part of the Tumbler restaurant 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, or 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 margin declined to 23.6% from 34.2%. The decline is attributable principally to Hilton Tashkent, reflecting the $1,830 thousand contraction in gross profit and the $526 thousand increase in selling, general and administrative expenses, partially offset by the $203 thousand reduction in other operating expenses, net.

Interest income

Interest income increased by $1,713 thousand, or 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 arose entirely at Hilton Tashkent and reflects higher interest on loans issued to related parties, principally Aurum Global Group FE LLC and ADW-International Congress Hall LLC, together with related changes in the carrying values of those instruments and the unwinding of discounts. Approximately 76% of interest income for the six-month period was recognized in the first quarter, reflecting adjustments to the 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 18.9%, 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 the 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 thousand for the six months 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 swing of $1,012 thousand. The change principally reflects appreciation of the Uzbek Soum against the U.S. Dollar and the resulting remeasurement of our net U.S. Dollar-denominated monetary liability position.

Income tax expense

Income tax expense increased by $277 thousand, or 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 a 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 by deferred tax movements, while the current period reflects the recognition of a deferred tax liability at Hilton Tashkent, partially offset 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%, to $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 net income is smaller than the decline in operating income because operating performance was partially offset by the $1,713 thousand increase in non-operating related-party interest income and the $286 thousand reduction in interest expense. Excluding those items, the deterioration in underlying trading performance was materially greater than the headline movement in net income suggests.

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

Revenue

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

The increase was driven by food and beverage revenue, which increased by $4,183 thousand, or 34.9%, and by events and other revenue, which increased by $4,135 thousand, or 97.5%, reflecting substantially higher activity at our exhibition center, where segment revenue increased to $7,022 thousand from $2,885 thousand. Rooms revenue declined modestly, 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 14.8%, to $20,807 thousand for the fiscal year ended December 31, 2025 from $18,117 thousand for the fiscal year ended December 31, 2024, growing more slowly than revenue. As a percentage of revenue, cost of sales declined to 48.5% from 51.5%, and gross margin improved to 51.5% from 48.5%. The following table sets forth the components of cost of sales:

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

Selling, general and administrative expenses

Selling, general and administrative expenses decreased by $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 December 31, 2024, and declined as a percentage of revenue to 7.1% from 9.5%. The following table sets forth the components:

Other operating items

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

Operating income

Operating income increased by $6,078 thousand, or 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, 2024, and operating margin improved to 40.7% from 32.3%, reflecting revenue growth of 22.0% against a slower increase in cost of sales, lower 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 $998 thousand, reflecting growth in interest-bearing notes and related-party receivables. Interest expense decreased by $206 thousand, or 6.6%, to $2,928 thousand, reflecting the reduction in outstanding borrowings to $35,186 thousand from $39,246 thousand. We recorded a 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 $4,468 thousand, reflecting movements in the UZS/U.S. Dollar exchange rate applied to our net U.S. Dollar-denominated monetary liability position. Other expenses, net increased by $362 thousand to $1,086 thousand.

Income tax expense increased by $1,302 thousand, or 108.6%, to $2,501 thousand, comprising current tax expense of $1,970 thousand and deferred tax expense of $531 thousand, compared with current 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 20.8%, 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%, to $14,364 thousand for the fiscal year ended December 31, 2025 from $4,552 thousand for the fiscal year ended December 31, 2024. Comprehensive income increased to $20,419 thousand from $998 thousand, reflecting a currency translation gain of $6,055 thousand in 2025 compared with a currency translation loss of $3,554 thousand in 2024.

Segment Results

We manage our business through two reportable segments. The Hospitality segment comprises the operation of our two hotel properties and the provision of related accommodation and guest services, and generates revenue from all our revenue streams. The Exhibition segment comprises the operation of our exhibition center and generates revenue from events and related services. Segment results are presented on the basis used by our chief operating decision maker and are reconciled to combined amounts prepared in accordance with GAAP in Note 5 to our condensed combined financial statements. Because 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 June 30, 2025

Hospitality segment revenue decreased by $755 thousand, or 7.1%, and segment net income decreased by $1,476 thousand, or 33.1%. The decline was concentrated at Hilton Tashkent, where revenue 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 74%, 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 on a 20% increase in average daily rate. Holding-company costs incurred at TEG SPV, which was established in October 2025 and therefore has no comparative in the prior-year quarter, are included within the Hospitality segment result.

Exhibition segment revenue decreased by $769 thousand, or 36.8%, and segment net income decreased by $345 thousand, or 64.4%. The revenue decline is a matter of calendar timing rather than underlying demand: a significant number of events were held in April, May and June 2025, whereas the corresponding 2026 exhibitions fall in June, July and September. Segment cost of sales nevertheless increased in the quarter, reflecting operating and event costs incurred in respect of exhibitions scheduled for later in 2026, which compressed segment margin. We expect the timing effect on revenue to reverse in the second half of 2026.

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

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

Exhibition segment revenue decreased by $204 thousand, or 7.3%, reflecting the rescheduling of exhibitions from the first half of the year into the second half of 2026. Segment net income nevertheless increased by $291 thousand, or 61.4%, principally because non-recurring charges recorded in the prior-year period did not repeat. As of June 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 December 31, 2024

For the fiscal year ended December 31, 2025, the hospitality segment contributed $12,220 thousand of combined net income and the Exhibition segment contributed $2,144 thousand, compared with $5,033 thousand and a loss of $481 thousand, respectively, for the fiscal year ended December 31, 2024. Hospitality segment revenue increased to $35,913 thousand from $35,011 thousand, while Exhibition segment revenue increased to $7,022 thousand from $2,885 thousand, reflecting a substantially fuller exhibition calendar in 2025. Segment results are presented on the basis used by our chief operating decision maker and are reconciled to combined amounts prepared in accordance with GAAP in Note 5 to our combined financial statements. Segment revenue above is presented on that basis and totaled $42,935 in 2025 and $37,896 in 2024, compared with combined revenue determined in accordance with GAAP of $42,910 and $35,173, respectively; the differences of $25 and $2,723 are GAAP adjustments that are not allocated to 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 been cash generated from operating activities, collections on notes receivable and related-party receivables, proceeds from asset disposals and borrowings under our bank facility. Our principal uses of cash have been the repayment of borrowings, distributions to our owner, capital expenditures on our properties and the origination of loans to related parties.

As of June 30, 2026, we had cash and cash equivalents of $883 thousand, compared with $1,718 thousand as of December 31, 2025. Working capital — total current assets less total current liabilities — was $5,568 thousand as of June 30, 2026, compared with $13,766 thousand as of December 31, 2025, and our current ratio declined to 1.24 from 1.53. The reduction principally reflects the collection and redeployment of related-party and notes receivable balances during 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, cash generated from operating activities and the net proceeds to us from the concurrent financing will be sufficient to meet our anticipated cash requirements for at least the next twelve months. Our future capital requirements will depend on many factors, including the pace of our capital expenditure program, our ability to collect amounts due from related parties on their contractual terms, the seasonality of our operating cash flows and the amortization profile of our indebtedness. We may in the future seek additional debt or equity financing, which may not be available on terms acceptable to us or at all.

Operating activities

Net cash provided by operating activities was $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 of $3,447 thousand was achieved despite a $1,546 thousand decline in net income and reflects a favorable swing in working capital, principally a $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 source 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 in the 2026 period included depreciation of $2,083 thousand and the add-back of $2,391 thousand of interest income and $1,229 thousand of interest expense. Income taxes payable increased by $1,063 thousand. Cash paid for income taxes was $25 thousand for the six months ended June 30, 2026, compared with $58 thousand for the six months ended June 30, 2025, and cash paid for interest, net of capitalized interest, was $1,266 thousand, compared with $1,507 thousand.

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

Investing activities

Net cash provided by investing activities was $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 months ended 2026 we received $19,346 thousand from collections of notes receivable and $237 thousand from sales of property and equipment, offset by $9,354 thousand of originations of notes receivable and $2,436 thousand of purchases of property and equipment. Capital expenditures in 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 $792 thousand for the fiscal year ended December 31, 2025, compared with net cash used in investing activities of $16,245 thousand for the fiscal year ended December 31, 2024. The 2025 period included $16,324 thousand of proceeds from sales of property and equipment, principally the sale of the AKFA Office completed in March 2025, and a $4,667 thousand refund of construction advances, offset by $22,062 thousand of originations of notes receivable. The 2024 period included $24,971 thousand of purchases of property and equipment, partially offset by $16,802 thousand of advance consideration received in respect of the AKFA Office.

Financing activities

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

Net cash used in financing activities was $14,847 thousand for the fiscal year ended December 31, 2025, compared with net cash provided by financing activities of $2,720 thousand for the fiscal year ended December 31, 2024. The 2025 period comprised $10,346 thousand of owner distributions, $4,205 thousand of repayments of loans payable and $296 thousand of returns of capital. The 2024 period included $11,701 thousand of capital contributions from the Group’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 term loans from Halyk Bank of Kazakhstan (“HBK”) bearing interest at a fixed rate of 7.5% per annum and maturing on September 15, 2028. Total loans payable were $25,506 thousand as of June 30, 2026, comprising $25,497 thousand of HBK borrowings and $9 thousand of other borrowings, of which $10,217 thousand was classified as current. This compares with $35,186 thousand as of December 31, 2025, of 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 by 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 31, 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 had 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 parties were $19,698 thousand, compared with $26,962 thousand as of December 31, 2025, and notes receivable were $1,331 thousand, compared with $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 31, 2025. Our principal related-party lending counterparties are Aurum Global Group FE LLC and ADW-International Congress Hall LLC, each an entity under the common control of our UBO. These balances are material to our liquidity, and the timing of their settlement is not within 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 the six months ended June 30, 2026 and $10,728 thousand during the fiscal year ended December 31, 2025. A portion of these amounts represents expenses paid by the Group on behalf of our UBO, which are recorded as owner distributions in the combined statements of changes in shareholders’ equity. In April 2026 our Board of Directors approved a Related Party Transactions Policy and a Dividend Policy, which will govern distributions in the future.

Contractual Obligations and Commitments

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

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

Off-Balance Sheet Arrangements

In March 2025, we guaranteed the obligations of a related party under a $100,000 thousand term facility agreement entered into with HBK, and we repledged the same ADW property that secures our 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 for issuing the guarantee and have no recourse against the related party in the event any amounts are required to be paid under the arrangement. Under the terms of the guarantee, we, together with certain other entities under common control, are jointly and severally liable in the event the related party fails to meet its obligations under the facility. The guarantee remains in effect through December 31, 2031, and maximum potential future payments under the guarantee are $100,000 thousand, plus accrued interest, fees and penalties. No liability has been 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 guarantee substantially exceeds our total shareholders’ equity as of June 30, 2026. A demand under the guarantee, or an enforcement action against the repledged property, would have a material adverse effect on our financial condition, results of operations and liquidity. See “Risk Factors.”

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

Critical Accounting Estimates

The preparation of our combined financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. We base our estimates on historical experience and other assumptions we believe to be reasonable under the circumstances, and actual results may differ. We believe the following accounting 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 losses on financial assets measured at amortized cost, including accounts receivable and notes receivable, under the current expected credit loss model. For accounts receivable, we apply a provision matrix, grouping receivables into portfolios with similar risk characteristics and stratifying them by aging category, and we discount the gross carrying amounts using the relevant interest rates published by the Central Bank of Uzbekistan to reflect the loss given default arising from delayed settlement. For notes receivable, we apply a counterparty-specific approach that incorporates past due status, credit quality indicators and industry and geographic risk factors. The estimate incorporates reasonable and supportable forecasts, including macroeconomic indicators such as GDP growth in Uzbekistan. Changes in these assumptions, particularly those relating to economic conditions or customer payment patterns, may result in material adjustments to the allowance in future periods. As of June 30, 2026, the allowance for credit losses was $647 thousand against gross accounts receivable of $5,088 thousand, compared with $390 thousand against $4,250 thousand as of December 31, 2025, and $18 thousand against notes receivable, compared with $68 thousand as of December 31, 2025. Our accounts receivable and notes receivable balances, together with amounts due from related parties, represented 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 course 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 entities is the Uzbek Soum, while our borrowings and certain other monetary balances are denominated in U.S. Dollars. As a result, movements in the UZS/U.S. Dollar exchange rate affect both the translation of our results into our reporting currency and the remeasurement of foreign-currency monetary balances through profit or loss.

As of June 30, 2026, our foreign-currency denominated monetary assets were $120 thousand and our foreign-currency denominated monetary liabilities were $26,783 thousand, giving a net monetary liability position of $26,663 thousand, compared with $3,431 thousand, $35,893 thousand and $32,462 thousand, respectively, as of December 31, 2025. Based on our net position as of June 30, 2026, a hypothetical 10% strengthening or weakening of the U.S. Dollar against the Uzbek Soum, with all other variables held constant, would have resulted in a foreign exchange loss or gain of approximately $2,666 thousand. We do not currently use derivative instruments to hedge our foreign currency exposure.

Credit risk

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

Liquidity risk

Liquidity risk is the risk that we will encounter difficulty in meeting obligations associated with our financial liabilities as they fall due. Our approach to liquidity management is to maintain sufficient liquidity to meet our obligations under both normal and stressed conditions without incurring unacceptable losses or damage to our reputation. We depend on operating cash flow, on collections of related-party and notes receivable, and on our continued access to financing to meet scheduled debt amortization and working capital requirements.

Inflation

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

Emerging Growth Company and Smaller Reporting Company Status

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

In addition, Section 107 of the JOBS Act provides that an emerging growth company may take advantage of the extended transition period afforded by Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. We have elected to use this extended transition period. As a result, our combined financial statements may not be comparable to those of companies that comply with new or revised accounting pronouncements as of public company 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” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, and we may continue to be a smaller reporting company after we cease to be an emerging growth company.

Recently Issued and Recently Adopted Accounting Pronouncements

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

INFORMATION ABOUT STWI

FOLLOWING CONSUMMATION OF THE SHARE EXCHANGE

STWI Business Following the Share Exchange Transaction

Following consummation of the Share Exchange Transaction, TEG SPV’s current operations are expected to constitute the principal operating business of STWI.

Directors and Executive Officers Following the Share Exchange Transaction

As per the Share Exchange Agreement, following the Share Exchange Transaction, the board of directors (the “Post-Closing Purchaser Board”) will consist of five individuals, all of whom were designated by TEG SPV prior to the Closing, including four individuals who qualify as “Independent Directors” under the OTCQB Standards. The directors of the Post-Closing Purchaser Board shall serve in a single class, with terms as provided in our bylaws.

Below is a list of STWI’s directors and executive officers following the Share Exchange Transaction. They were officers or directors of Seller prior to the Share Exchange Transaction. The business address for the directors and officers of STWI is 64/2 Mahtumquli Street, Yashnobod District, Tashkent, 2K, 100000. Each of Elina Davidyan, Bahtiyor Kadirov, and Temur Zokirov will resign from their positions as a director upon the completion of the Share Exchange Transaction.

Executive Officers

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

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

Non-Executive Directors

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

Wesley T. Davis serves as an Independent Member of the Supervisory Board of TEG SPV, a position he has held since April 2026. Mr. Davis is a finance professional with over 30 years of experience in emerging and frontier markets, spanning investment banking, project finance and operating company roles. Since June 2025, Mr. Davis has served as a Senior Advisor for Capital Formation at Buenassa, where he is responsible for funding solutions for the group’s critical minerals trading and refinery development operations in the Democratic Republic of Congo. From 2020 to 2025, Mr. Davis served as a Senior Managing Director at Delphos Ltd in London, advising governments and state-owned enterprises in Central Asia and Africa on infrastructure and climate transition financing. From 2020 to 2023, Mr. Davis served as a member of the Supervisory Board of Ipoteka Bank in Uzbekistan, where he chaired the Corporate Governance Committee and took part in the country’s only privatisation of a state-owned bank. From 2017 to 2021, he served as Finance Director of 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 at 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 and Ulaanbaatar. Earlier in his career, Mr. Davis held senior capital markets positions at Renaissance Capital, HSBC Bank plc, Merrill Lynch, Deutsche Bank and Chase Manhattan Bank in London and New York. Mr. Davis was awarded an MBA from Arizona State University and a master’s degree in international management from the American Graduate School of International Management in 1993, and a bachelor’s degree in economics from the University of Florida in 1988.

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

Richard Sharko serves as an Independent Member of the Supervisory Board of TEG SPV, a position he has held since June 2026. Mr. Sharko has over 40 years of international experience in finance, accounting, auditing and risk management, including service on the boards of listed companies, financial institutions and standard-setting bodies. Since December 2022, Mr. Sharko has served as a Board Member of Solidcore Resources plc in Astana, where he chairs the Remuneration Committee and is a member of the Audit Committee. From 2022 to 2024, he served as a Board Member and Chairman of the Audit Committee of AikGroup (CY) Ltd, a bank holding company based in Limassol. From 2015 to 2020, Mr. Sharko served as a Board Member of the International Auditing and Assurance Standards Board in New York, where he chaired the ISA 540 Revised Task Force and the IAASB–IASB liaison working group. Mr. Sharko spent his executive career with PwC, which he joined in 1983 and where he served as a Partner from 1994 onwards in Vladivostok, Moscow, London and Amsterdam. During his tenure he served as Chief Risk Officer and Management Board member of PwC Central and Eastern Europe from 2013 to 2015, as Chief Accountant of the CEE region responsible for IFRS technical matters from 2006 to 2013, as a member of the PwC Global IFRS Leadership team, and as a member of the PwC Global Network Governance Board from 2009 to 2013. Mr. Sharko was awarded a bachelor of science degree in accounting from Loyola Marymount University in Los Angeles in 1983 and is a Certified Public Accountant (retired) of the State of California.

Irodakhon Abduvakhitova serves as a Non-Independent Member of the Supervisory Board of TEG SPV, a position she has held since April 2026. Since June 2025, Ms. Abduvakhitova has served as the General Manager of Tourism and Entertainment Group, having first joined the company in this position on a concurrent basis in December 2024. In this role she is responsible for the administrative management of the company and the coordination of its day-to-day operations. From June 2020 to March 2025, Ms. Abduvakhitova served as the Director of Inspo Care.

Committees of the Board 

Following the Share Exchange Transaction, the Company plans to establish two standing committees of the Board — an Audit Committee and a Nominating and Compensation Committee. Each committee will have the composition and responsibilities described below. Each committee is expected to operate under a written charter to be adopted by the Board. Our Board may from time to time establish other committees as and when required to facilitate the management of our business.

Audit Committee

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

The members of our Audit Committee will be Richard Sharko, Wesley Davis, and Anita Mendiratta, and Richard Sharko will serve as chairperson of this committee. Our Board will determine whether any member of the Audit Committee qualifies as an “audit committee financial expert” as defined by the rules and regulations of the SEC.

Nominating and Compensation Committee

The Nominating and Compensation Committee will assist the Board in overseeing matters relating to the nomination of directors, corporate governance and executive and director compensation. The Nominating and Compensation Committee’s responsibilities will include, among other matters: reviewing the composition of and evaluating the performance of the Board; recommending persons for election to the Board; reviewing the composition of the committees of the Board and recommending persons to serve as members of such committees; reviewing and maintaining compliance of committee membership with applicable regulatory requirements; reviewing potential conflicts of interest of members of the Board and our executive officers; reviewing and approving, or recommending for approval by the Board, the compensation of our Chief Executive Officer and other executive officers; overseeing and administering our cash and equity incentive plans; and reviewing and making recommendations to the Board with respect to director compensation.

The members of our Nominating and Compensation Committee will be Marc Kasher, Wesley Davis, and Anita Mendiratta, and Marc Kasher will serve as chairperson of this committee.

Security Ownership of Certain Beneficial Owners and Management Following the Share Exchange Transaction

The following table provides information anticipated as of the Closing, regarding beneficial ownership of 5% or more of Common Stock by: (i) each person known to STWI who beneficially owns more than five percent of STWI’s Common Stock; (ii) each of the expected officers and directors of STWI following the Share Exchange Transaction. The percentage of beneficial ownership is based on [●] shares of Common Stock being outstanding as of the Record Date.

Unless otherwise indicated, the address for each beneficial owner is [●].

Executive Compensation Following the Share Exchange Transaction

Compensation of Directors

Following the Share Exchange Transaction, the compensation of STWI’s directors will be determined by the Board of Directors in accordance with applicable compensation policies and arrangements. Any such compensation arrangements will be disclosed as required by applicable SEC rules.

RISK FACTORS

An investment in our securities involves a high degree of risk. In addition to the other information contained in this Information Statement, stockholders should carefully consider the following risks in evaluating STWI and the matters described herein. If any of the following risks actually occur, as well as other risks not currently known to us or that we currently consider immaterial, our business, operating results and financial condition could be materially adversely affected. As a result, the trading price of our Common Stock could decline, and stockholders may lose all or part of their investment in our Common Stock.

The risks discussed below also include forward-looking statements, and our actual results may differ materially from those discussed in these forward-looking statements. See “CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS” in this Information Statement. In assessing the risks described below, you should also consider the other information contained in this Information Statement, including our financial statements and the related notes thereto.

Risks Related to TEG SPV’s Industry, Business and Operation

TEG SPV’s revenues are concentrated in a small number of properties, so any disruption at one asset could disproportionately affect us.

All of TEG SPV’s revenue was generated by Hilton Tashkent, Wyndham Bukhara, and Central Asian Expo. Because TEG SPV’s portfolio is not broadly diversified, an adverse event affecting any single property — including physical damage, closure for renovation, loss of a brand affiliation, a localized decline in demand, or a health, safety or security incident — could have a materially greater impact on TEG SPV’s operating results and financial performance than it would for a company with a larger, more geographically diverse portfolio.

TEG SPV’s operating results depend on demand for travel, tourism, meetings and events, which is sensitive to conditions largely outside its control.

Demand for TEG SPV’s rooms, function space and events depends on general economic conditions, business and consumer confidence, the strength of the market of the MICE industry, travel patterns, and factors such as economic downturns, currency movements, changes in disposable income, fuel and airfare costs, geopolitical instability, terrorism, civil unrest, and public-health emergencies or travel restrictions. Many of these factors are unpredictable. A significant or prolonged decline in travel or group-meeting demand, regardless in Uzbekistan, the Central Asian region, or globally, may reduce the occupancy, rates and event bookings of TEG SPV’s properties and materially harm its business.

TEG SPV depends on franchise agreements with Hilton and Wyndham to operate its hotel properties.

TEG SPV’s subsidiaries, ADW and CLH have agreements with Hilton and Wyndham, respectively, to operate the hotels under the respective agreements and to operate their properties under the brand names. To maintain the brand names, ADW and CLH are required to perform certain obligations and meet certain requirements as set forth in the agreements. Any failure to deliver quality service, maintain the brands’ reputation, perform the required obligations, or the loss, non-renewal, breach or early termination of a management or franchise agreement, could materially harm TEG SPV’s hotel business operations and financial conditions.

TEG SPV’s meetings and convention business depends on group booking cycles that are volatile and booked well in advance.

A significant portion of TEG SPV’s business, particularly at the Central Asian Expo, comes from group and convention customers who often book event space several months in advance. Booking pace, cancellations, attrition and shifts in the size or timing of events can cause TEG SPV’s results to vary significantly from period to period and can make forecasting difficult. Economic uncertainty, corporate travel policies, or competition from other venues could reduce future group bookings and the associated rooms, food-and-beverage and banquet revenue.

TEG SPV has guaranteed a substantial third-party debt obligation, which could materially adversely affect its financial condition, results of operations and liquidity.

In March 2025, TEG SPV guaranteed the obligations of a related party under a $100,000,000 term facility with Halyk Bank of Kazakhstan and repledged material assets that also secure TEG SPV’s own indebtedness. The borrower is under the common control of TEG SPV’s ultimate beneficial owner but is not part of TEG SPV.

If the borrower fails to satisfy its obligations under the facility, the lender may seek payment directly from TEG SPV. TEG SPV’s maximum potential exposure under the guarantee is $100,000,000, plus accrued interest, fees, costs and penalties, which substantially exceeds its stockholders’ equity. Any enforcement of the guarantee or the related collateral could require TEG SPV to use significant financial resources, incur additional indebtedness, dispose of assets, or divert resources from its operations and growth initiatives. As a result, any demand under the guarantee could have a material adverse effect on TEG SPV’s business, financial condition, results of operations, cash flows and prospects.

TEG SPV’s properties are geographically concentrated in Uzbekistan, exposing us to regional risks.

All of TEG SPV’s properties are located in Uzbekistan, with both Hilton Tashkent and Central Asian Expo in Tashkent city. As a result, adverse conditions affecting Uzbekistan, including local economic downturns, changes in local regulation or taxation, infrastructure limitations, natural disasters, or reductions in inbound tourism to Uzbekistan, could affect TEG SPV’s properties more severely than a geographically diversified portfolio.

TEG SPV’s business is seasonal, and its fixed costs limit its ability to reduce expenses when demand declines.

TEG SPV’s properties’ occupancy level, average daily rate and event volumes vary by season and by the group-meeting calendar, so its revenues and cash flows are uneven across the year. A large portion of TEG SPV’s operating costs is fixed, and it may be unable to reduce those costs quickly in response to a shortfall in demand. As a result, a decline in revenue during a peak period, or an unexpected event during a high-demand season, could have a disproportionate effect on its annual results.

The hospitality and real estate businesses are capital-intensive, and real estate investments are illiquid.

Owning and operating hotels and a convention center requires ongoing capital for maintenance, brand-standard compliance and periodic renovation. At the same time, real estate investments are relatively illiquid and, in Uzbekistan, may be further constrained by restrictions on foreign ownership and on the transfer of land-use rights. If TEG SPV in the future is not able to fund the required capital expenditures, or to sell or refinance a property promptly on favorable terms in response to changing conditions, its financial condition and results of operations could be adversely affected.

TEG SPV faces significant competition, and new supply could reduce its occupancy and rates.

TEG SPV competes with other hotels and conference centers operating in Uzbekistan, including Swissotel, JW Marriott, Mercure Tashkent North, local hotel brands, and conference and other exhibition centers on the basis of location, brand, quality and amount of function space, service, price and the ability to accommodate an entire event in one location. New hotel or venue supply in TEG SPV’s markets, aggressive pricing by competitors, or the growth of alternative lodging and virtual-meeting options could reduce its occupancy, rates and event bookings.

Damage to TEG SPV’s reputation or to the brands under which TEG SPV’s properties operate could harm TEG SPV’s business.

TEG SPV’s success depends on the reputation of its properties and of the brands under which they operate. Negative publicity relating to service quality, safety or security incidents, health matters, data breaches, environmental or labor issues, or conduct by a subsidiary or by TEG SPV, including through social media, could reduce demand and harm TEG SPV’s results, even if the underlying claims are unfounded.

TEG SPV’s operation and profitability depend on the availability of qualified personnel, and rising labor costs could reduce its profit margins.

The operation of TEG SPV’s hotels and conference center depends on attracting, training and retaining qualified management and hospitality staff. Competition for talent, wage increases, changes in labor laws, and any labor disputes or work stoppages could increase TEG SPV’s costs or disrupt operations. TEG SPV also depends on the continued service of certain senior executives, the loss of whom could adversely affect its operations.

TEG SPV and its subsidiaries rely on information technology, and any failure or security breach could disrupt its business and expose it to liability.

TEG SPV’s properties depend on information technology systems including reservation, property-management, event-management, payment and financial systems, many of which are provided and controlled by third parties. A failure, interruption, ransomware attack or security breach of these systems could disrupt operations, compromise guest, employee or business data, and expose us to remediation costs, regulatory penalties, litigation and reputational harm. Cyber threats are constantly evolving and may not be detected or prevented.

Changes in privacy and data-protection laws could increase TEG SPV’s costs and exposure.

TEG SPV and its subsidiaries collect and process personal data of guests and employees and are subject to privacy and data-protection laws in Uzbekistan and, potentially, other jurisdictions from which their guests originate. These laws are evolving and may impose data-localization, consent, breach-notification and cross-border-transfer requirements. Compliance may be costly, and any actual or alleged violation could result in fines, litigation and reputational harm.

TEG SPV’s insurance may not cover all losses, and catastrophic events could exceed its coverage.

TEG SPV and its subsidiaries maintain insurance of the types and in the amounts that TEG SPV believes are customary for their industry, but such coverage is subject to limits, deductibles and exclusions. Certain events such as earthquakes, floods, fires, pandemics, acts of terrorism or war, and business interruption, may be uninsurable, underinsured or subject to coverage disputes. A significant uninsured or underinsured loss could materially harm TEG SPV’s financial condition.

TEG SPV’s properties are subject to environmental, health and safety regulation that could impose significant liability.

TEG SPV’s properties are subject to environmental, building, fire, health and safety laws and regulations, and we may be liable for the costs of investigating and remediating hazardous or toxic substances at properties that TEG SPV’s subsidiaries own or operate, regardless of fault. The presence of such conditions, or the failure to comply with applicable requirements, could result in fines, remediation costs, restrictions on use, and reduced value of, or ability to finance, the affected property.

Failure to protect the trademarks and other intellectual property used in TEG SPV’s business could harm it.

TEG SPV’s business relies on brand names, trademarks and other intellectual property, specifically the Hilton and Wyndham brands pursuant to the respective franchise and license agreements. If TEG SPV’s subsidiaries fail to protect such intellectual property, or if TEG SPV and its subsidiaries are found to infringe the rights of others, the value of the affected brands could decline and TEG SPV’s business could be harmed.

Risks Related to TEG SPV’s Operations in Uzbekistan

Economic, political and social developments in Uzbekistan and Central Asia could adversely affect TEG SPV’s business.

All of TEG SPV’s operations and assets are located in Uzbekistan, an emerging market. Emerging markets are subject to greater risks than more developed markets, including economic instability, high or volatile inflation and interest rates, currency fluctuations, changes in government policy or leadership, political or social instability, regional tensions, and shifts in trade or tourism policy. Any of these developments, in Uzbekistan or Central Asia, could reduce demand for TEG SPV’s properties, increase its costs, impair its assets, or otherwise materially harm TEG SPV, and could be difficult to predict or mitigate.

Fluctuations in the value of the Uzbekistan soum, and restrictions on currency conversion, could adversely affect TEG SPV.

TEG SPV’s functional currency is the Uzbekistan soum, although TEG SPV’s reporting currency is U.S. Dollars. Depreciation or volatility of the soum against U.S. Dollars could increase our costs, reduce the reported value of its revenues and assets, and make it more difficult to service any hard-currency obligations. In addition, under Uzbek foreign exchange regulations, while there are no quantitative limits on converting soum into foreign currency, corporate conversions are strictly purpose-driven and require a formal application with supporting documentation. Purchased foreign currency must be used for its stated purpose within seven business days of receipt or otherwise resold to the commercial bank.

Uzbekistan’s legal and regulatory system is still developing, and changes in law or inconsistent enforcement could harm us.

The legal and regulatory framework in Uzbekistan continues to develop and may be less predictable than in more established jurisdictions. Laws and regulations, including those governing foreign investment, real property and land use, hospitality and tourism, licensing, currency controls, taxation, competition, labor, and the environment may change, sometimes with limited notice or retroactive effect, and may be subject to inconsistent or unpredictable interpretation and enforcement. Judicial and administrative processes may be less developed, and TEG SPV may have limited or uncertain recourse. Any of these factors could increase TEG SPV’s compliance costs and create uncertainty about its rights and obligations.

TEG SPV’s rights to the land on which its properties are subject to restrictions of Uzbek laws and regulations.

In Uzbekistan, legal entities may hold land parcels under the right of ownership, permanent use, or lease. Foreign citizens and legal entities, stateless persons, and enterprises with foreign investment may own land parcels only under a lease. Any revocation, non-renewal, adverse modification or reinterpretation of these rights, or any change in the law governing them, could impair TEG SPV’s ability to operate or finance the affected property and could materially harm us.

It may be difficult for investors to enforce judgments in Uzbekistan.

TEG SPV and its subsidiaries are organized under the laws of the Republic of Uzbekistan, where all of their assets are located and their directors and officers are resided. As a result, it may be difficult or impossible for investors to enforce judgments obtained in U.S. courts in Uzbekistan. Uzbekistan may not have treaties providing for the reciprocal recognition and enforcement of foreign judgments, and local courts may decline to enforce them.

TEG SPV may be subject to anti-corruption, sanctions and export-control risks.

TEG SPV may be subject to anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and applicable Uzbek law, as well as economic-sanctions and export-control regimes administered by the United States, the European Union and others. Operating in an emerging market like Uzbekistan, and interacting with government authorities and third-party intermediaries, increases the risk of actual or alleged violations. Any violation, or the imposition of new sanctions affecting Uzbekistan or the region or persons with whom TEG SPV deals, could result in penalties, restrictions on its business, and reputational harm, notwithstanding its compliance efforts.

Changes in Uzbekistan tax law or its administration could increase TEG SPV’s tax burden.

TEG SPV’s operations are subject to corporate income tax, value-added tax, tourism or hotel levies, property and land-related charges, and withholding taxes on dividends, interest and certain payments in Uzbekistan. Tax law and its administration in emerging markets can change frequently and may be applied inconsistently or retroactively. The reduction, expiration or loss of any tax incentives available to tourism or hospitality investments, or an adverse tax assessment, audit or reinterpretation, could increase its tax burden and harm TEG SPV’s results.

TEG SPV’s growth depends in part on the continuation of government policies that support tourism.

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

Risks Related to the Share Exchange Transaction

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

The Share Exchange Transaction is subject to certain conditions and may not be consummated on the terms or within the timeframe currently contemplated, or at all. Even if the Share Exchange Transaction is consummated, there can be no assurance that we will successfully integrate, operate or grow the business of TEG SPV or realize the anticipated benefits of the Share Exchange Transaction. Following the consummation of the Share Exchange Transaction, our ability to achieve the anticipated benefits of the transaction will depend on a number of factors, including our ability to effectively manage the combined operations, retain key personnel, execute our business strategy and address operational and other challenges that may arise.

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

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

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

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

Our common stock is currently designated as “Pink Limited Information,” which may further restrict the marketability of our shares.

OTC Markets designates OTC Markets issuers based on the quality and quantity of public disclosure available. Our common stock is currently designated as “Pink Limited Information,” which is the lowest tier of OTC Markets and signifies that we do not meet OTC Market’s standards for current information. This designation may cause investors and broker-dealers to be less willing to transact in our shares, further reducing liquidity and adversely affecting our share price. Although we are attempting to reinstate the quotation of our common stock on the OTCQB, as soon as possible, there can be no assurance that the OTC Markets will approve our application or that we will satisfy all applicable OTCQB requirements.  There can be no assurance that we will be able to improve our designation to a higher tier, including OTCQB, or gain a listing on Nasdaq or any other national securities exchange.

FINANCIAL STATEMENTS AND PRO FORMA FINANCIAL INFORMATION

INDEX TO FINANCIAL STATEMENTS

INDEX TO SWTI’S CONSOLIDATED FINANCIAL STATEMENTS

STWI’s FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2026 AND FOR THE YEAR ENDED September 30, 2025

TEG SPV Audited Combined Financial Statements for the years ended December 31, 2025 and 2024

TEG SPV CONDENSED COMBINED FINANCIAL STATEMENTS FOR THE PERIODS ENDED JUNE 30, 2026

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors

Stagewise Strategies Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Stagewise Strategies Corp. (the “Company”) as of September 30, 2025 and September 30, 2024, the related statements of operations, statements of cash flows and statement changes in stockholders’ deficit, from inception to the period ended September 30, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows from inception to the period ended September 30, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $112,364 and a negative cash flow from operations amounting to $74,758 from inception to the period ended September 30, 2025. These factors as discussed in Note 3 of the financial statements raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosure that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit maters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Related party loans

We noted a significant related party loans as a critical matter.

We performed the following procedures to address the matter such as, confirmation of those related party loans, risk assessment of the nature of the related party transactions, review of the recent minutes of meetings of stockholders, directors, and committees, review of the presence of any significant journal entries and other adjustments and Inquiry with management of any undisclosed related party contract.

DYLAN FLOYD ACCOUNTING & CONSULTING

PCAOB # 6235

We have served as the Company’s auditor since 2023. Newhall, California

December 15, 2025

STAGEWISE STRATEGIES CORP.

BALANCE SHEETS

See accompanying notes, which are an integral part of these financial statements.

STAGEWISE STRATEGIES CORP.

STATEMENTS OF OPERATIONS

See accompanying notes, which are an integral part of these financial statements.

STAGEWISE STRATEGIES CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

See accompanying notes, which are an integral part of these financial statements.

STAGEWISE STRATEGIES CORP.

STATEMENTS OF CASH FLOWS

See accompanying notes, which are an integral part of these financial statements.

STAGEWISE STRATEGIES CORP.

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2025

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

StageWise Strategies Corp. (“Company”) was incorporated on July 03, 2023 under the laws of Nevada. We specialize in delivering comprehensive search engine optimization (SEO) services aimed at increasing online visibility and improving organic search performance for businesses across a wide range of industries. By utilizing advanced data analytics and proprietary algorithms, we offer tailored keyword research and implementation strategies to effectively promote clients’ products and services in the digital marketplace.

Our service offers an intelligent approach to website promotion, emphasizing a strong online presence for entrepreneurs. Our aim is to provide accessible tools for success, including trials for users to explore the service benefits. We present three monthly subscription plans: Basic, Standard, and Premium, each with expanding functionality and request allowances.

Our subscription-based API tool is tailored to provide a significantly expanded quota of queries. This enhancement elevates the quality of business development strategies, delivering advantages for entrepreneurs managing multiple concurrent projects. Users have the capability to export the acquired keywords, facilitating their utilization in content creation, search engine optimization, contextual advertising, or any other relevant applications.

Our website (https://stagewise.net/) emphasizes an extensive database. This database contains answers to a wide range of questions related to business promotion, as well as various scenarios for the realization of business projects. Using free version of our website clients gain one-attempt search trial per day that can assist them with 15 most useful keywords and provide a descriptive guidance on a daily basis.

Our platform allows entrepreneurs to maintain a comprehensive focus on all their projects, regardless of their stage, whether they are startups or well-established businesses. With the assistance of our platform’s tips and guidance, entrepreneurs can systematically promote each project, ensuring a high-quality approach every step of the way.

Our company offers a powerful and user-friendly service that assists entrepreneurs in promoting their businesses. By leveraging CEO technology, our website provides invaluable keywords, comprehensive concise descriptions from a vast self-developed database of business promotion expertise. Through a paid subscription, entrepreneurs gain advanced search-based support with a specific number of monthly requests. Using our website, entrepreneurs effectively manage multiple projects, receive expert guidance, and connect with professional executors for each new idea.

On May 1, 2025, we introduced the “AI Social Media Content Generator” API on our website. This API enables the effortless creation of platform-specific social media posts for Instagram, Facebook, Twitter, LinkedIn, TikTok, and other platforms. Optimized for maximum engagement, the API provides SEO-friendly content tailored to meet each platform’s unique formatting and algorithmic preferences. Designed to deliver real-time updates, it generates posts that reflect the latest social media trends, supporting brands in increasing their visibility and fostering viral engagement. This AI-powered solution represents a significant expansion of the Company’s service offerings in the area of digital marketing and content automation.

NOTE 2 - GOING CONCERN

The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the financial statements, the Company had generated $95,409 of revenue and incurred a net loss $74,758 for the year ended September 30, 2025. Additionally, the Company is reporting an accumulated deficit of $112,364 as of September 30, 2025. These factors indicate that the Company continues as a going concern.

The Company’s capacity to operate as a going concern is reliant on its ability to generate profitable operations in the future and/or secure the required funding to meet its obligations and settle liabilities resulting from standard business operations when they become due. Management plans to increase sales but is prepared to finance operating expenses, if necessary, from cash on hand, as well as loans from directors and/or private placements of common stock.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require managementÕs most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company has adopted a September 30 fiscal year-end.

Fair Value of Financial Instruments

The Company’s financial instruments consist of Current Assets in the form of intangible assets and Current Liabilities in the form of Related Party Loan. The carrying amounts of these financial instruments approximates fair value because of the short period of time between the origination of such instruments and their expected realization.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. As September 30, 2025 the Company had cash equivalents in total $4,573. 

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include (a) affiliates of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Revenue

In accordance with ASC 606, revenue is measured based on a consideration specified with a customer and recognized when we satisfy the performance obligation specified with a customer. The Company is providing API subscriptions on identifying and analyzing keywords for search engine optimization purposes.

For the year ended September 30, 2025 and 2024, we generated total revenue of $95,409 and $9,007, respectively.

As of September 30, 2025 and 2024 the Company reported deferred revenue of $14,602 and $10,000, respectively.

Accounts receivable was $0 as of September 30, 2025 and 2024.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Recent Accounting Pronouncements

The Company’s management has evaluated all the recently issued, but not yet effective, accounting standards that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position and results of operations.

NOTE 4 - COMMON STOCK

Upon formation, the total number of shares of all classes of stock which the Company is authorized to issue is seventy-five million (75,000,000) shares of Common Stock, par value $0.001 per share.

During the year ended September 30, 2025, the Company completed its offering pursuant to its Registration Statement on Form S-1 declared effective by the SEC on May 10, 2024 (the “Offering”). In connection with the Offering, the Company issued 910,334 shares of common stock for cash proceeds at $0.03 per share for a total of $27,310. In aggregate, there were 1,044,334 shares issued pursuant to the Offering, which closed on February 13, 2025, resulting in total gross proceeds of approximately $31,330.

During the year ended September 30, 2024, the Company issued 134,000 shares of common stock pursuant to the Offering for cash proceeds at $0.03 per share for a total of $4,020.

There were 5,044,334 and 4,134,000 shares of common stock issued and outstanding as of September 30, 2025 and 2024, respectively.

NOTE 5 - RELATED PARTY TRANSACTIONS

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

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

In connection with such assignment, on November 25, 2024, the Company entered into a new loan agreement with Mr. Balan pursuant to which Mr. Balan agreed to provide the Company with a non-interest-bearing loan facility in the principal amount of up to $200,000 for working capital purposes. The loan agreement was amended, resulting in an increase in the principal amount on April 01, 2025 increased the facility amount to its current value of $350,000. Loan is for working capital purposes and is interest-free, and has no fixed payment terms other than the maturity date of March 31, 2030. As of September 30, 2025, the outstanding balance owed by the Company to Viktor Balan under the amended loan agreement was $218,700.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Litigation

The Company was not subject to any legal proceedings from the period March 29, 2023 (Inception) to September 30, 2025, and no legal proceedings are currently pending or threatened to the best of our knowledge.

NOTE 7 - INTANGIBLE ASSET

The Company accounts for its intangible assets in accordance with ASC 350-40, “Internal-Use Computer Software - Computer Software Developed or Obtained for Internal Use,” and ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC 350-40 requires assets to be carried at the cost of developing the asset and requires that an intangible asset be amortized over its useful life and that the useful life be assessed at each reporting period to determine whether events or circumstances require a revision of the remaining useful life. If the useful life estimates changes, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life.

The Company owns the following intangible assets: a website and API software. The Company capitalized $70,400 in website development costs, amortized over five years. Website development occurred between August 2023 and February 2024.

Between September 2024 and April 2025, the Company developed the Social Media Content Generator AI API and capitalized $129,750 in development costs. The capitalized costs are amortized on a straight-line basis over five years.

Total intangible assets as of June 30, 2025 were $200,150.

Amortization expense for the year ended September 30, 2025 was $34,635. Accumulated amortization as of September 30, 2025 was $47,934.

Intangible assets amounts are as follows:

NOTE 8 - FOREIGN CURRENCY

As a result of the Company’s management operating in Europe, some of the Company’s transactions occurred in Euros. However, due to the little variance in the foreign currency translation rate in the period under audit, there were no gains or losses recorded to either other comprehensive income or net income.

NOTE 9 - SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10), the Company has analyzed its operations subsequent to September 30, 2025, and has determined that it does not have any material subsequent events to disclose in these financial statements.

STAGEWISE STRATEGIES CORP.

BALANCE SHEETS

See accompanying notes to the unaudited condensed financial statements.

STAGEWISE STRATEGIES CORP.

STATEMENTS OF OPERATIONS (Unaudited)