STWI to acquire Uzbek tourism firm TEG SPV; issuance of 183M shares approved

StageWise agreed to issue 183,098,434 common shares (97.3% of post-deal shares outstanding) to acquire 99.99999012% of TEG SPV, an Uzbek tourism and entertainment operator, subject to an $18M minimum concurrent financing closing condition and Uzbek regulatory registration. This represents a reverse merger that massively dilutes existing shareholders and restructures the company's business around a foreign asset, creating execution risk on regulatory approval, financing, and the accuracy of TEG SPV's undisclosed financial position.

STWI agreed to buy an Uzbek entertainment company by issuing nearly 184 million new shares to existing shareholders, which will give them about 97% of all shares after the deal—a massive dilution. The deal still needs at least $18 million in new funding and approval from Uzbek authorities to close.