StageWise Strategies to acquire TEG SPV in share exchange; TEG holders to own ~97.3% of post-deal company

StageWise Strategies Corp.

STWI to acquire 99.99999012% of TEG SPV for 183,098,434 shares: 124,506,935 to TEG Parent, 58,591,499 to Irodakhon Abduvakhitova.
TEG SPV owns Hilton Tashkent City hotel, Wyndham Bukhara, and CAEX exhibition center via AKFA Dream World, Cultural Landmark Hotel, and CAEX LLC.
Closing conditions include concurrent financing with gross proceeds of at least $18,000,000 and closing by December 31, 2026; antimonopoly clearance already obtained.
Indemnification: $900,000 deductible, $25,000 per-claim minimum, $9,000,000 cap for general reps; fundamental/tax claims capped at $18,000,000; no escrow.
TEG Parent holds 67.99999012% and Abduvakhitova 32.00000000% of TEG SPV; Wellmore retains 0.00000988%. Mr. Artikkhodjaev will transfer 1,000,000 STWI shares to TEG Parent pre-close.

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