StageWise Signs Definitive Reverse Merger Agreement with TEG SPV, Adds $18M Financing Condition

summarizeSummary

StageWise Strategies Corp. executed a definitive Share Exchange Agreement on October 6, 2026, to acquire TEG SPV LLC in a reverse merger. The deal was conditioned on StageWise raising at least $18 million in concurrent financing and had to close by December 31, 2026. The merger closed on October 13, 2026, with all parties waiving the $18 million concurrent financing condition.

check_boxKey Events · M&A and Partnerships · STWI

• New · Oct 14 · SEC 8-K

  Reverse Merger Closed

  StageWise closed the TEG SPV reverse merger on October 13, 2026.

• Updated · Oct 14 · SEC 8-K

  $18M Concurrent Financing Condition Waived

  The closing was conditioned on StageWise completing a concurrent financing with aggregate gross proceeds of not less than $18,000,000. StageWise's last 10-Q reported zero cash and going concern doubts, making this financing critical to the deal's viability. All parties waived the $18 million concurrent financing condition.

• Definitive Reverse Merger Agreement Executed

  StageWise Strategies Corp. signed a Share Exchange Agreement on October 6, 2026, to acquire 99.99999012% of TEG SPV LLC, the owner of the Hilton Tashkent City and Wyndham Bukhara hotels, in exchange for 183,098,434 shares of common stock.

• December 31, 2026 Outside Date

  Either party may terminate the agreement if the closing has not occurred by December 31, 2026, unless the terminating party's breach was the principal cause of the failure to close.

• Indemnification Terms

  The sellers will indemnify StageWise for breaches of representations and warranties, subject to a $900,000 deductible, a $9,000,000 general cap, and an $18,000,000 cap for fundamental representations and tax matters.

auto_awesomeAnalysis · STWI · Technology

StageWise Strategies Corp. has formally executed the Share Exchange Agreement for its reverse merger with TEG SPV LLC, the Uzbek hospitality company that owns the Hilton Tashkent City and Wyndham Bukhara hotels. The agreement converted the previously announced transaction into a binding commitment, but introduced a critical new condition: the deal could not close unless StageWise completed a concurrent financing raising at least $18 million in gross proceeds. Given that StageWise's last 10-Q reported zero cash and explicit going concern doubts, this financing condition was the linchpin of the entire transaction. However, the merger closed on October 13, 2026, and all parties waived the $18 million concurrent financing condition, so the deal was completed without that financing. The agreement also set a hard deadline of December 31, 2026, and included detailed indemnification terms with a $900,000 deductible and caps of $9 million to $18 million. The deal issued 183.1 million shares to the sellers, representing approximately 97.3% of the post-merger outstanding shares, effectively handing control of the public shell to TEG SPV's owners.