Exhibit 99.3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TEG SPV GROUP

Combined Balance Sheets

(All dollar amounts are in thousands)

The accompanying notes are an integral part of these combined financial statements.

TEG SPV GROUP

Combined Balance Sheets (Continued)

(All dollar amounts are in thousands)

The accompanying notes are an integral part of these combined financial statements.

TEG SPV GROUP

Combined Statements of Operations and Comprehensive Income

(All dollar amounts are in thousands)

The accompanying notes are an integral part of these combined financial statements.

TEG SPV GROUP

Combined Statements of Changes in Shareholders’ Equity
(All dollar amounts are in thousands)

The accompanying notes are an integral part of these combined financial statements.

TEG SPV GROUP

Combined Statements of Cash Flows
(All dollar amounts are in thousands)

NOTES TO THE COMBINED FINANCIAL STATEMENTS

TEG SPV LLC is the holding company of TEG SPV Group (the “Group”). It is registered at 64/2 Mahtumquli Street, Yashnobod District, Tashkent.

The holding company is wholly owned by TOURISM AND ENTERTAINMENT GROUP LLC (the “parent company”) and WELLMORE LLC. Both the parent company and WELLMORE LLC are controlled by the same ultimate beneficial owner, Mr. Jakhongir Abidovich Artikkhodjaev, a citizen of the Republic of Uzbekistan (the “UBO”).

The Group operates three core businesses in the Republic of Uzbekistan, comprising two hotels and one exhibition center. During the fourth quarter of 2025, the Group underwent a legal restructuring involving the establishment of TEG SPV LLC as a holding company, together with the creation of two new subsidiaries, with the objective of bringing the Group under a unified holding structure. As part of this restructuring, one hotel operating entity (Hilton Tashkent) was transferred to the holding company. In addition, the primary real estate assets of the other two operating businesses were transferred to the newly established subsidiaries. The restructuring was substantially completed in 2026 (see Note 23).

Following the completion, the Group’s legal structure and principal activities will be as follows:

Basis of Presentation. The accompanying combined financial statements and related notes of the Group were prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). All necessary adjustments were made to present fairly, in all material respects, the financial position, results of operations, and cash flows of the Group for all periods presented.

Principles of Combination. These combined financial statements have been prepared to present the financial position, results of operations and cash flows of entities that are under common control of the UBO as if they had operated as a single economic reporting entity. The combination is presented in accordance with GAAP, applying consolidation principles by analogy, as there was no single legal parent entity, that directly controlled all entities included in the Group, during 2024 and 2025.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

The financial information of the Group entities has been combined on a line-by-line basis. All intercompany balances and transactions between the Group entities, including intercompany revenues, expenses and other intra-group transfers, have been eliminated in full upon combination. Where necessary, adjustments have been made to ensure consistent accounting policies across all entities included in the combined financial statements. Transactions between entities under common control have been reflected at their carrying amounts at the date of transfer. No step-up to fair value has been recognized in relation to assets or liabilities transferred between entities under common control.

The combined financial statements do not necessarily represent the financial position, results of operations or cash flows of the Group on a stand-alone consolidated legal basis and may not be indicative of future performance following the substantial completion of the restructuring in June 2026 and its operation under its current legal structure. Subsequent to December 31, 2025, as part of the Group’s restructuring, certain payables to a related party under common control of the Group’s UBO, but outside the Group, were effectively settled through a capital contribution of $41,062 thousand from the Group’s parent company. Accordingly, the contribution has been reflected retrospectively within contributed capital as if it had occurred on January 1, 2024 (see Note 23).

The combined financial statements were prepared on a historical cost basis. Financial assets and financial liabilities are measured at amortized cost under GAAP.

Use of Estimates and Assumptions. The preparation of the combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities as of the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to, the useful lives of long-lived assets, uncertain tax positions and the allowance for expected credit losses.

Foreign Currency Translation and Transactions. The determination of functional currency is based on the criteria set forth in ASC 830, Foreign Currency Matters. The functional currency of each entity within the Group is the Uzbek Soum (“UZS”), which reflects the primary economic environment in which the entities of the Group generate and expend cash. The Group’s reporting currency is U.S. dollar (“$”).

Transactions denominated in currencies other than the functional currency (primarily $ and EUR) are recorded at the exchange rates prevailing on the dates of the transactions. At the balance sheet date, monetary assets and liabilities denominated in foreign currencies are measured at the exchange rate in effect at the respective reporting date. All gains and losses arising from foreign currency transactions are recorded in the combined statement of operations and comprehensive income during the year in which they occur.

The results and financial position of the Group are translated into the reporting currency as follows:

On 31 December 2025, the principal rate of exchange used for translating foreign currency balances was $ 1 = UZS 12,025.33 (December 31, 2024: $ 1 = UZS 12,920.48). During 2025, the principal average rate of exchange used for translating income and expenses was $ 1 = UZS 12,574.55 (2024: $1 = UZS 12,651.54).

Fair Value of Financial Instruments. Under ASC 820, Fair Value Measurement (ASC 820), “fair value” is defined as the price that would be received for the sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Cash and Cash Equivalents. Cash and cash equivalents include cash on hand and in various bank accounts, and all short-term investments with an original maturity of three months or less.

The Group maintains cash and cash equivalents with various financial institutions in the Republic of Uzbekistan. The Group’s policy is designed to limit exposure to any one institution. The Group performs periodic evaluations of the relative credit standing of those financial institutions as part of its investment strategy.

Accounts Receivable and Other Receivables. Accounts receivable primarily represent amounts due from hotel guests for room occupancy and related services. Accounts receivable also include, among other items, receivables from tenants leasing space in hotel and non-hotel properties.

The Group generally provides credit terms of 15 to 30 days from the invoice date, depending on customer type and contractual arrangements. Credit is extended only to approved customers based on an evaluation of their financial condition, historical payment performance and expected future business volume. Accounts receivable are recorded at the invoiced amount, net of an allowance for expected credit losses. The allowance for expected credit losses is estimated based on historical loss experience, current conditions and reasonable and supportable forecasts of future economic conditions.

All accounts receivable are unsecured, and the Group does not obtain collateral.

Other receivables include short-term balances arising from various operating activities, including rent receivables, interest receivable, claims and other amounts due from miscellaneous debtors.

Notes Receivable. Notes receivable are financial assets measured at amortized cost. They are initially recognized at the amount funded, net of any loan origination costs or fees.

Notes receivable are subsequently measured at amortized cost using the effective interest method. Any difference between the initial carrying amount and the contractual cash flows (including discounts or premiums arising on initial recognition) is recognized in profit or loss over the term of the note as interest income.

The Group recognizes an allowance for expected credit losses on notes receivable in accordance with ASC 326, based on historical experience, current conditions, and reasonable and supportable forecasts of future economic conditions.

Concentrations of Credit Risk. The Group currently conducts all of its operations in the Republic of Uzbekistan. Accordingly, the Group’s business, financial condition and results of operations are influenced by the political, economic and legal environment in Uzbekistan, including changes in governmental policies, taxation, currency regulation and other regulatory developments.

Financial instruments that potentially subject the Group to concentrations of credit risk consist principally of cash and cash equivalents, accounts receivable (including receivables from related parties) and advances to suppliers. The Group extends credit to certain customers in the normal course of business. While a portion of revenue is generated through credit sales, concentrations of credit risk in accounts receivable are limited due to generally short payment terms. The Group performs ongoing credit evaluations of its customers to further mitigate credit risk.

Inventory. Inventories consist primarily of food and beverage items used in the Group’s hospitality operations. Inventory is stated at the lower of cost or net realizable value (“NRV”) and is accounted for using the first-in, first-out method. NRV represents the estimated selling price in the ordinary course of business, less costs to sell.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

The Group evaluates inventories for potential impairment based on factors, such as spoilage, obsolescence, damage and expected selling prices. When the cost of inventory exceeds its NRV, the inventory is written down to NRV, and the resulting loss is recognized in the period incurred. Such write-downs are not subsequently reversed.

Prepaid Expenses and Other Current Assets. Prepaid expenses and other current assets include payments made in advance for goods and services to be received in future periods, including supplier advances, insurance, rent, service contracts, supplies, recoverable taxes and other short-term receivables. These amounts are initially recorded at historical cost and are expensed over the period in which the related economic benefits are consumed, consistent with the matching principle. Prepaid expenses are classified as current when expected to be utilized within twelve months or the normal operating cycle, and otherwise classified as non-current. Advances related to property and equipment are recorded within property and equipment. Prepaid balances are reviewed for impairment and written off when it is determined that future economic benefits are no longer probable.

Property and Equipment. Property and equipment are recorded at cost. Costs of improvements that extend the useful life, increase capacity or improve service potential of an asset are capitalized. Costs for normal repairs and maintenance are expensed as incurred.

Depreciation begins when the asset is available for its intended use. Depreciation is recorded using the straight-line method over the assets’ estimated useful lives, which are generally as follows:

The estimation of useful lives of property and equipment involves judgment and is based on management’s experience with similar assets. The future economic benefits of these assets are consumed primarily through use; however, factors such as technical or commercial obsolescence and physical deterioration may also reduce the economic benefits expected to be derived from the assets.

Management reviews the useful lives of assets based on their current technical condition and the expected period over which the assets are anticipated to generate economic benefits for the Group. Key factors considered include:

Subsequent expenditure is capitalized only when it is probable that future economic benefits will flow to the Group and the cost can be reliably measured.

Property and equipment are derecognized upon disposal or when no future economic benefits are expected, and the difference between disposal proceeds and carrying amount is recognized in profit or loss within other income or expense.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Impairment of Long-Lived Assets. Impairment of long-lived assets is assessed whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability is first assessed by comparing the carrying amount of the asset or asset group with the estimated future undiscounted cash flows expected to result from its use and eventual disposition. If the carrying amount exceeds the undiscounted cash flows, the asset is considered not recoverable and an impairment loss is recognized. The impairment loss is measured as the excess of the carrying amount over the asset’s fair value, which is generally determined using discounted cash flow techniques or other valuation methods. Following recognition of an impairment loss, the adjusted carrying amount becomes the new cost basis and is depreciated over the remaining useful life. The Group periodically reviews the estimated useful lives of its long-lived assets to ensure they remain appropriate based on renovation requirements, maintenance practices and brand standards. Long-lived assets classified as held for sale are measured in accordance with the lower of carrying amount or fair value less costs to sell.

Accounts Payable and Other Liabilities. Accounts payable are recognized when the Group receives goods or services from a counterparty in accordance with the terms of the underlying arrangement. Accounts payable are initially recorded at the invoiced amount, which approximates their transaction price at recognition. Accounts payable are subsequently measured at amortized cost when a significant financing component exists; otherwise, they are carried at their invoiced amount. Accounts payable are derecognized when the related obligation is settled, cancelled or otherwise legally extinguished.

Accrued expenses and other liabilities primarily consist of royalty accruals, accrued employee salaries, utilities and other operating expenses incurred but not yet invoiced.

Contract Liabilities. Contract liabilities represent the Group’s obligation to transfer goods or services to a customer for which consideration has been received in advance or is otherwise due prior to revenue recognition. These primarily include advance deposits received for hotel accommodations, food and beverage services, event services and rental of facilities and office spaces.

Contract liabilities are recognized when:

Revenue is recognized from contract liabilities when (or as) the related performance obligations are satisfied, which generally occurs over the duration of a guest stay, event period or rental term.

Advance deposits may be refundable or non-refundable depending on contractual terms. Refundable deposits are generally returned upon cancellation within the specified cancellation period. Non-refundable deposits are recognized as revenue when the related services are provided or when the Group’s right to consideration becomes unconditional in accordance with ASC 606.

Unsatisfied performance obligations. The Group has elected the practical expedient under ASC 606 for contracts with an original expected duration of one year or less. Due to the short-term nature of its contracts, which primarily consist of hotel accommodations, events and related services, the Group’s remaining performance obligations are generally expected to be satisfied within 12 months. Accordingly, the Group does not disclose quantitative information about remaining performance obligations for these contracts.

Loans Payable. Loans payable are financial liabilities measured at amortized cost. They are initially recognized at the proceeds received, net of directly attributable debt issuance costs. Debt issuance costs are amortized to interest expense over the term of the related borrowings using the effective interest method.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

If the Group violates a covenant under a loan agreement at or before the reporting date, and the violation gives the lender the right to demand repayment on demand, the related liability is classified as current, even if the lender waives the breach after the reporting date but before the combined financial statements are issued. This is because, at the reporting date, the Group does not have an unconditional right to defer settlement for at least twelve months after that date.

Loans payable are derecognized when the obligation is extinguished, i.e., when the contractual obligation is discharged, cancelled or expires.

Commitments and Contingencies. The Group enters into various contractual arrangements in the normal course of operating its hotel and exhibition properties. These commitments include, but are not limited to, non-cancelable purchase agreements for food and beverage supplies and operating materials; utility, maintenance, cleaning, security, and facility management contracts; construction, renovation, and capital improvement contracts; and service contracts related to hotel management, franchise agreements, reservation and marketing systems, and exhibition and event operations. Such arrangements are not recognized in the combined financial statements until the related goods or services are received in accordance with ASC 440, Commitments.

The Group also evaluates loss contingencies in accordance with ASC 450, Contingencies, and recognizes a liability when a loss is probable and reasonably estimable, or discloses the nature and estimated range of possible loss when a loss is reasonably possible but not probable or cannot be reasonably estimated. Contingencies may arise from guest claims, employee matters, vendor and contractor disputes, tax and regulatory matters, and obligations arising from hotel and exhibition operations.

Financial Guarantees. In accordance with ASC 460, financial guarantee-related liability is not recognized when the Group issues a financial guarantee to a third party in respect of a loan obtained by the Group’s related party, which is outside of the Group but under the ultimate control of the same UBO.

Revenue Recognition. The Group recognizes revenue in accordance with ASC 606, when control of goods or services is transferred to customers, in an amount that reflects the consideration expected to be received. The Group’s contracts generally have short durations and do not include significant variable consideration, complex financing components or frequent contract modifications. Revenue is presented net of taxes collected on behalf of governmental authorities. Payments are typically received in advance or at the time services are rendered.

The Group offers discounted rates through established pricing programs, including for loyalty members, advance bookings, and customers meeting defined credit criteria. These discounts are customary, non-discretionary, and are accounted for as reductions of the transaction price, with revenue recognized net of such discounts. The impact of loyalty programs is not material to the Group’s combined financial statements.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Revenue is disaggregated by major revenue streams, as described in the table below:

Cost of Sales. Cost of sales primarily consists of expenses directly associated with providing hospitality services and managing the exhibition center. These costs include labor and related employee benefits for operational staff, food and beverage costs, guest supplies, laundry and cleaning services, depreciation, directly attributable taxes, royalty expenses, and other direct expenses incurred in delivering services. These costs are recognized as incurred in the period to which they relate.

Selling, General and Administrative Expenses (“SG&A”). SG&A expenses consist of costs not directly attributable to providing hospitality services or operating the exhibition center. These expenses include corporate and administrative salaries and related employee benefits, marketing and advertising costs, professional and consultancy fees, office and IT expenses, insurance and other general overhead costs. SG&A expenses are recognized as incurred in the period to which they relate.

Employee Benefits. Employee benefits comprise wages, salaries, contributions to Uzbekistan state pension and social insurance funds, paid annual and sick leave and bonuses. These costs are accrued in the year in which the Group’s employees render the associated services. The Group participates in a statutory defined contribution scheme and does not have any legal or constructive obligation to provide post-employment or other long-term employee benefits beyond the required statutory contributions.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Operating Segments. Operating segments are reported in a manner consistent with the internal reporting provided to the Group’s chief operating decision maker (“CODM”), who is responsible for allocating resources and assessing the performance of the segments. The Group has identified its chief operating decision maker as the parent company’s Chief Executive Officer.

The Group evaluates performance and allocates resources based on discrete operating segments that generate revenues and incur expenses from providing hospitality services and managing the exhibition center. The Group’s reportable segments are determined based on the nature of services provided and the internal management structure used for decision-making.

Segment results include revenues and expenses directly attributable to each segment, as well as allocations of certain centrally managed costs where such allocations are reasonable and consistently applied. Unallocated items primarily include corporate-level administrative expenses, financing costs, and income taxes.

Allowance for Expected Credit Losses. The Group recognizes an allowance for expected credit losses on financial assets measured at amortized cost, including accounts receivable and notes receivable, in accordance with ASC 326, Financial Instruments - Credit Losses (“CECL”). The allowance represents management’s estimate of lifetime expected credit losses and is recorded as a contra-asset, reducing the amortized cost basis of the related financial assets.

Under the CECL model, expected credit losses are estimated over the contractual term of the financial asset, adjusted for expected prepayments when applicable. The estimate incorporates relevant information about past events, current conditions, and reasonable and supportable forecasts. Key factors considered include:

For accounts receivable, the Group applies a provision matrix approach, whereby receivables are grouped into portfolios with similar risk characteristics (e.g., operating receivables and deferred sales of property) and stratified by aging categories. Historical loss rates are calculated for each aging bucket and adjusted to reflect current conditions and forward-looking information. These adjusted loss rates are applied to the corresponding aging categories to estimate expected credit losses. A receivable is considered past due when payment is not received within the contractual credit terms.

The Group generally assumes that defaulted accounts receivable will ultimately be collected, and therefore, the only economic loss associated with these balances relates to the time value of money arising from delayed settlement. Accordingly, to reflect the loss given default, the gross carrying amounts of accounts receivable in each aging bucket are discounted using the relevant interest rates published by the Central Bank of Uzbekistan. This approach captures the present-value impact of payment delays while recognizing that credit losses other than timing effects are not expected based on historical experience.

For notes receivable, the Group applies a CECL approach, incorporating counterparty-specific credit risk, past due status, credit quality indicators, and industry and geographic risk factors. Loss given default assumptions are based on available recovery data, including external benchmarks where appropriate.

Financial assets are written off when they are deemed uncollectible and all reasonable collection efforts have been exhausted. Write-offs are recorded against the allowance for expected credit losses. Recoveries of amounts previously written off are recognized in profit or loss when received.

The Group updates its estimate of expected credit losses at each reporting date using the best available information. Due to the use of forward-looking assumptions, including macroeconomic forecasts and customer payment behavior, actual results may differ from those estimates.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

In accordance with ASC 326-20-50-13, the Group discloses a roll forward of the allowance for credit losses, including the beginning balance, current-period provision, write-offs, recoveries, and ending balance. Because these inputs require management judgment and are inherently uncertain, changes in assumptions, particularly those related to economic conditions or customer payment patterns, may result in material adjustments to the allowance for credit losses in future periods. The Group updates its CECL estimates at each reporting date using the best available information.

Income Taxes. The Group accounts for income taxes in accordance with ASC 740 Income Taxes. Income tax expense comprises current and deferred tax. Income tax is recognized in the combined statement of operations, except to the extent it relates to items recognized directly in equity or other comprehensive income.
Current income tax expense represents the amount of income taxes payable or recoverable in respect of the taxable profit or loss for the current period, based on enacted tax rates and laws in the Republic of Uzbekistan where the Group operates.

Deferred income taxes are recognized using the asset and liability method for temporary differences between the financial reporting bases of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the periods when the temporary differences are expected to reverse. Deferred tax assets are recognized for deductible temporary differences, net operating loss carryforwards, and tax credit carryforwards, to the extent that it is more likely than not (a likelihood of greater than 50 percent) that taxable income will be available against which these amounts can be utilized.

A valuation allowance is established to reduce deferred tax assets to the amount that is more likely than not to be realized. The Group evaluates both positive and negative evidence, including historical results and projections of future taxable income, in assessing the need for a valuation allowance.

Deferred tax assets and liabilities are presented as non-current in the combined balance sheet and are offset when they relate to the same tax jurisdiction.

Uncertain tax positions. The Group evaluates uncertain tax positions in accordance with the recognition and measurement guidance for income taxes. Tax positions are recognized only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authorities, based on the technical merits of the position. Recognized tax positions are measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. The Group recognizes interest and penalties related to uncertain tax positions, if any, within income tax expense.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The guidance was issued in response to requests from investors for companies to disclose more information about their financial performance at the segment level. The ASU does not change how a public entity identifies its operating segments, aggregates them or applies the quantitative thresholds to determine its reportable segments. The standard requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis, and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that were previously required annually. Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures previously required under ASC 280. The Group adopted the standard on the required effective date for the financial statements issued for the annual reporting periods beginning on January 1, 2024. The adoption of the new guidance did not have an impact on the Group’s combined financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures. The Group adopted the standard on the required effective date for the Group’s combined financial statements issued for annual reporting periods beginning on January 1, 2025. The adoption of this guidance did not have a material impact on the footnotes to the Group’s combined financial statements and had no impact on the Group’s combined financial statements.

In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements, Amendments to Remove References to the Concepts Statements. The Conceptual Framework establishes concepts that the FASB considers in developing standards. The ASU was issued to remove references to the Conceptual Framework in the Codification. The FASB noted that references to the Concepts Statements in the Codification could have implied that the Concepts Statements are authoritative. Also, some of the references removed were to Concepts Statements that are superseded. The Group adopted the standard on the required effective date beginning on January 1, 2025, using a prospective transition method for all new transactions recognized on or after the effective date. The adoption of this guidance did not have a material impact on the Group’s combined financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard improves financial reporting and responds to investor input that additional expense detail is fundamental to understanding the performance of an entity, assessing its prospects for future cash flows, and comparing its performance over time and with that of other entities. The new guidance requires public business entities to disclose in the notes to financial statements specified information about certain costs and expenses at each interim and annual reporting period. Specified expenses, gains or losses that are already disclosed under existing U.S. GAAP will be required by the ASU to be included in the disaggregated income statement expense line item disclosures, and any remaining amounts will need to be described qualitatively. The new guidance will become effective for the Group’s combined financial statements issued for annual reporting periods beginning on January 1, 2027 and interim reporting periods beginning on January 1, 2028, will require either prospective or retrospective presentation, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Group’s combined financial statements.

In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The standard revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity (“VIE”) that meets the definition of a business. The amendments differ from current U.S. GAAP because, for certain transactions, they replace the requirement that the primary beneficiary of a VIE is always the acquirer with an assessment that requires an entity to consider the factors to determine which entity is the accounting acquirer.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Under the amendments, acquisition transactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a voting interest entity.

The ASU does not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree. The new guidance will become effective for interim and annual reporting periods beginning on January 1, 2027, will require a prospective transition method for business combinations that occur after the initial adoption date, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Group’s combined financial statements.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The guidance clarifies the current interim disclosure requirements and their applicability. The ASU is intended to address feedback from stakeholders that the current guidance is difficult to navigate. The amendments do not change the fundamental nature or expand or reduce the disclosure requirements of interim reporting. The ASU creates a comprehensive list of interim disclosures required under U.S. GAAP and incorporates a disclosure principle that requires disclosures at interim periods when an event or change that has a material effect on an entity has occurred since the previous year end. The new guidance will become effective for the Group beginning on January 1, 2028, can be adopted using either a prospective or retrospective method, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Group’s combined financial statements. 

In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The guidance clarifies, corrects errors in or makes other improvements to a variety of topics in the Codification that are intended to make it easier to understand and apply. The amendments apply to all reporting entities in the scope of the affected accounting guidance. The new guidance will become effective for the Group beginning on January 1, 2027, can be adopted using either a prospective or retrospective method, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Group’s combined financial statements. 

SEC Rule on Climate-Related Disclosures. In March 2024, the SEC adopted final rules relating to the Enhancement and Standardization of Climate-Related Disclosures for Investors, which would require registrants to provide climate-related disclosures in a note to their audited financial statements. The disclosures under the final rules would include certain effects of severe weather events and other natural conditions, including the aggregate amounts and where in the financial statements they are presented. If carbon offsets or renewable energy credits or certificates (“RECs”) are deemed a material component of the registrant’s plans to achieve its disclosed climate-related targets, registrants would be required to disclose information about the offsets and RECs. Registrants would also be required to disclose whether and how (1) exposures to risks and uncertainties associated with, or known impacts from, severe weather events and other natural conditions and (2) any disclosed climate-related targets or transition plans materially impacted the estimates and assumptions used in preparing the financial statements. Finally, registrants would be required to disclose additional contextual information about the above disclosures, including how each financial statement effect was derived and the accounting policy decisions made to calculate the effects, for the most recently completed fiscal year and, if previously disclosed or required to be disclosed, for the historical fiscal year for which audited combined financial statements are included in the filing. In April 2024, the SEC released an order staying the rules pending judicial review of all of the petitions challenging the rules, and in March 2025, the SEC voted to end its defense of the rules. Absent these developments, the rules would have been effective for the Group upon its registration under the Exchange Act on January 6, 2025, and phased in starting in 2027. Management is continuing to monitor the developments pertaining to the rules and any resulting potential impacts on the Group’s combined financial statements.

The Group’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Group’s combined financial statements.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

The CODM is the Group’s parent company’s Chief Executive Officer, who, together with senior management, regularly reviews the operating results of the hospitality and exhibition segments. Segment performance is evaluated primarily based on segment revenues and operating results prepared in accordance with the Group’s internal accounting policies used for management reporting. The CODM uses these segment results to assess profitability and operating efficiency, compare performance across periods, determine annual operating budgets, approve capital expenditures and allocate financial and human resources between segments. Segment results are presented on the same basis as the information provided to the CODM. A reconciliation of total segment profit or loss to combined profit or loss prepared in accordance with GAAP is presented below.

The Group has identified two reportable segments, which reflect the manner in which the CODM evaluates performance and allocates resources. These segments are determined based on the nature of the Group’s services, the internal organizational structure and the distinct economic characteristics of each business activity as reflected in internal reporting provided to the CODM.

The hospitality segment comprises revenues from all four revenue streams, while the exhibition segment includes revenues from events and related services.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Hospitality segment. The hospitality segment comprises the hotel operations of AKFA DREAM WORLD LLC in Tashkent, operating under a franchise agreement with the Hilton brand, and CULTURAL LANDMARK HOTEL LLC in Bukhara, operating under a franchise agreement with the Wyndham brand. Both entities are wholly owned and managed locally, under the Parent’s oversight. The segment includes revenues and expenses related to room operations, food and beverage services, events, recreation, rental of hotel spaces and other hotel-related services.

Exhibition segment. The exhibition segment includes the activities of CAEX LLC, which manages commercial renting and organizes international and domestic exhibitions and events.

 

		December 31,
(in thousands)		2025				2024
Accounts receivable		$	4,250			$	1,251
Less: allowance for credit losses			(390	)			(152	)
Total accounts receivable, net		$	3,860			$	1,099

The following table shows the movements in the allowance for expected credit losses during the years ended December 31, 2025 and 2024:

NOTES TO THE COMBINED FINANCIAL STATEMENTS

As of December 31, 2025 and 2024, notes receivable consisted of the following:

The following table shows the movements in the allowance for expected credit losses during the years ended December 31, 2025 and 2024:

As of December 31, 2025, none of the Group’s notes receivable were past due.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

For the years ended December 31, 2025 and 2024, the Group recognized depreciation expense of $3,995 thousand and $3,806 thousand, respectively, in the combined statements of operations. Refer to Note 13 for information on the Group’s pledged property and equipment.

In 2025, proceeds from sale of property and equipment in the statements of cash flows primarily relate to the sale of two buildings to MILENIO LLC, a related party, for consideration of $16,279 thousand. During 2025 and 2024, additions from related parties amounted to $4,516 thousand and $17,568 thousand, respectively. Below is a detailed breakdown of additions from related parties:

Additionally, during 2025, a refund of construction advances made amounting to $4,667 thousand was received from DISCOVER INVEST LLC.

Long-term deferred income represents a long-term part of the year-end balance of an advance payment of $500 thousand received in 2020 by the Group under a licensing agreement with Hilton Global. The advance payment is amortized on a straight-line basis over 25 years. As the payment relates to future rights and services to be provided over the contract term, the unamortized balance is presented in the combined balance sheets until recognized in profit or loss within other income.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

The following table summarizes the activity of contract liabilities during the years ended December 31, 2025 and 2024:

Contract liability balances as of December 31, 2025 and 2024, presented in the table above, include balances with related parties of $138 thousand and $15 thousand, respectively (see Note 22).

The Group estimates that the contract liabilities will be recognized as revenue within one month after the end of the respective reporting year. Advances from customers represent predominantly payments received for room, events and rentals.

As of December 31, 2025, and 2024, loans payable consist of the loans from Halyk Bank of Kazakhstan (“HBK”), denominated in $, bearing interest at 7.5% p.a. and maturing on September 15, 2028.

In accordance with the loan agreements with HBK, the Group’s loans are secured by ADW’s property and equity interests in ADW, as disclosed in the following table:

(In thousands)

NOTES TO THE COMBINED FINANCIAL STATEMENTS

As of December 31, 2025, the aggregate maturities for loans payable, assuming all extension options available in agreements are exercised, are as follows:

In December 2024, the Group received an advance consideration of $18,818 thousand inclusive of VAT of $2,016 thousand related to the planned sale of its administrative building (the “AKFA Office”).

As of December 31, 2024, the Group classified the AKFA Office as a disposal group held for sale in accordance with ASC 360-10-45-9. Accordingly, the asset was reclassified from property and equipment to long-lived assets held for sale.

The carrying amount of the AKFA Office of $18,142 thousand was written down to its fair value less costs to sell of $16,802 thousand resulting in a loss on classification as held for sale of $1,340 thousand recognized in profit or loss for 2024.

The sale of the AKFA Office was completed in March 2025.

TEG SPV LLC was established as the Group’s holding company in October 2025 with contributed capital of $43,287 thousand. On June 1, 2026, the parent company made a non-cash capital contribution of $41,062 thousand to TEG SPV LLC, increasing the holding company’s contributed capital to $84,349 thousand. For purposes of these combined financial statements, the holding company’s contributed capital has been presented retrospectively as if the current capital structure had been in place since January 1, 2024.

The contributed capital is allocated to each legal entity based on its registered ownership interests. TOURISM AND ENTERTAINMENT GROUP LLC, as the parent, holds substantially all of the Group’s contributed capital, with WELLMORE LLC holding a nominal ownership interest to comply with local corporate law requirements.

From time to time, the Group pays expenses on behalf of the UBO. These amounts are recorded as owner distributions in the combined statements of changes in equity. During the years ended December 31, 2025 and 2024, owner distributions amounted to $10,728 thousand and $6,885 thousand, respectively. The 2025 distributions comprised cash distributions of $10,346 thousand and noncash distributions of $382 thousand.

NOTES TO THE COMBINED FINANCIAL STATEMENTS

NOTES TO THE COMBINED FINANCIAL STATEMENTS