Form: 3

Initial statement of beneficial ownership of securities

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Abduvakhitova Irodakhon

(Last) (First) (Middle)
13 ESHON BOBOKHON STREET
SHAYKHANTAKHUR DISTRICT

(Street)
TASHKENT 2K 100169

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/13/2026
3. Issuer Name and Ticker or Trading Symbol
TEG OVERSEAS, INC. [ TEGO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 58,591,499 D(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On October 6, 2026, the reporting person entered into a Share Exchange Agreement with StageWise Strategies Corp. ("STWI"), TEG SPV, LLC, a limited liability company organized under the laws of the Republic of Uzbekistan ("TEG SPV"), and Tourism and Entertainment Group LLC, a limited liability company organized under the laws of the Republic of Uzbekistan ("TEG Parent", and together with the reporting person, the "Sellers"). Pursuant to the agreement, STWI agreed to acquire 99.99999012% of the membership interests in TEG SPV from the Sellers in exchange for an aggregate of 183,098,434 shares of STWI common stock (the "Exchange Shares"), 124,506,935 of which Exchange Shares were to be issued to TEG Parent; and 58,591,499 of which Exchange Shares were to be issued to the reporting person (the "Share Exchange Transaction"). The Share Exchange Transaction closed on October 13, 2026.
/s/ Irodakhon Abduvakhitova 10/22/2026
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.