Artykhodjayev merged two companies under his control and brought Uzbekistan's hotels to the US over-the-counter market

Artykhodjayev combined two entities under his control and brought Uzbekistan hotels to the US over-the-counter market

Entrepreneur Jakhongir Artykhodjayev has brought together two entities he owns — Nevada-based US company StageWise Strategies Corp. and Uzbek hotel group TEG SPV. As a result, the US company acquired nearly 100% of the shares in the Uzbek group, issuing 183.1 million new shares in exchange. The group includes the Hilton Tashkent, Wyndham Bukhara, and the Central Asian Expo exhibition center. Following the completion of the deal, StageWise changed its name to TEG Overseas, Inc., with hotels and the exhibition center in Uzbekistan becoming its main focus, while deciding to retain its former SEO business.

Artykhodjayev controlled both sides of the transaction. He acquired StageWise in June 2026: first purchasing about 74% of the shares for $750,000, and later increasing his stake to 79%. He owns the Uzbek group through Tourism and Entertainment Group, which holds 99.93%, as well as through his daughter, Irodakhon Abduvakhitova. Following the deal, together they control about 99.4% of TEG Overseas: 68.3% held by his company and 31.14% by his daughter.

The deal closed on October 13, 2026, and the transfer of shares in Uzbekistan was registered the following day, October 14. This was reported in an amendment to the company's report submitted to the US Securities and Exchange Commission (SEC) on October 16.

The transaction itself was structured as a share swap: the former owners of TEG SPV received no cash, receiving securities of the US company instead. TEG Overseas acquired 99.99999012% of the shares in the Uzbek company and issued 183,098,434 new common shares in return. Before the transaction, there were about 5 million shares in circulation, and 188,142,768 after it, giving the former owners of the Uzbek group approximately 97.3% of the US company.

The main block of new shares — 124,506,935 — went to Tourism and Entertainment Group, while another 58,591,499 went to Irodakhon Abduvakhitova. A minor stake in TEG SPV, 0.00000988%, remained with Wellmore LLC, which is 100% owned by Tourism and Entertainment Group. In the filings, this is explained by the requirements of Uzbek law.

To complete the business combination, the US company was simultaneously required to raise at least $18 million in new financing. These funds were supposed to go to the company itself, rather than the sellers. However, on October 13, all parties to the agreement waived this condition in writing, and the deal was closed without raising cash. The report does not specify exactly where the funds were supposed to come from or in what form.

In the original report filed with the SEC on October 14, StageWise explained that under the laws of Uzbekistan, the transfer of shares takes effect only after an entry is made in the Single State Register of Legal Entities. Prior to that, it could not be considered the official owner, with registration expected no later than October 16.

In the October 16 amendment, the company reported that the procedure was completed on October 14, and personnel reshuffles came into effect on that date. Timur Zokirov, Bakhtiyor Kadirov, and Elina Davidyan left the Board of Directors, while Anita Mendiratta, Wesley Davis, Mark Kasher, Richard Sharko, and Irodakhon Abduvakhitova joined it. Elmurod Sopiev retained his position as Chief Executive Officer and became President, while Timur Zokirov remained Chief Financial Officer and simultaneously became Treasurer.

The Board also established Audit, Compensation, and Nominating and Corporate Governance Committees.

In addition, the fiscal year-end was moved from September 30 to December 31 to align reporting periods with TEG SPV.

To understand how all of this is connected, one needs to trace the ownership chain from top to bottom. At the top is Artykhodjayev, who owns 99.93% of Tourism and Entertainment Group. This company owns 68.3% of TEG Overseas, or 128,506,935 shares, including those transferred to it by the entrepreneur prior to the closing of the deal. His daughter, Irodakhon Abduvakhitova, directly owns 31.14%, or 58,591,499 shares, with only about 0.6% in free float.

Below sits the Uzbek group itself. TEG SPV was established in October 2025 as a holding company and fully owns three entities. AKFA Dream World operates the Hilton Tashkent, Cultural Landmark Hotel owns the Wyndham Bukhara, and CAEX manages the Central Asian Expo exhibition center.

The history of Wyndham Bukhara is described separately in the documents. Previously, the hotel building belonged to J-United LLC, also linked to Artykhodjayev. In December 2025, it was transferred to another company, Cultural Landmark Hotel LLC, which became the hotel operator. Meanwhile, the right to use the Wyndham brand remained with Wide Tent System LLC until August 2026. That company then transferred the license to Cultural Landmark Hotel. For the sublicense to take effect, registration with the Ministry of Justice of Uzbekistan was required. The application was submitted on September 25, 2026; however, at the time the initial report was prepared, the registration had not yet been completed.

In addition to the hotels and the exhibition center, the reports mention other companies associated with Artykhodjayev. In particular, Aurum Global Group and ADW-International Congress Hall received loans from TEG SPV. Another company, Aimbridge Hotel Management, supplied food products and provided guest accommodation services for Wyndham Bukhara.

For instance, AKFA Dream World, which manages Hilton Tashkent, paid for the lease of Artykhodjayev's aircraft through Empire Aviation Group. That vendor accounted for 20% of all purchases by the hotel group in 2025 and 22% in 2024. Another 38% of procurement in 2025 was provided by the construction company Discovery Invest Global, compared to 30% a year earlier.

The US company acquired a hotel and exhibition business comprising three assets. Hilton Tashkent is a 258-room five-star hotel operating under a Hilton franchise. Wyndham Bukhara is a 212-room four-star hotel using the Wyndham brand under license. In Tashkent, the group also owns the Central Asian Expo exhibition center with an area of about 23,000 square meters. It leases space to third-party organizers and hosts its own exhibitions. In total, the group employs about 790 people.

Prior to the deal, StageWise was primarily engaged in SEO services. Revenue for this segment for fiscal 2025 was just $95,409. By comparison, TEG SPV's revenue for the same year reached $42.9 million — up 22% from the previous year. The group's net profit rose from $4.6 million to $14.4 million.

The main revenue growth was driven by two segments: food and beverage sales, which brought in an additional $4.2 million, and the Central Asian Expo exhibition center. Its revenue increased from $2.9 million to $7 million. At the same time, room revenues declined slightly.

In the first half of 2026, TEG SPV's financial performance deteriorated. The group's revenue contracted by 6.2% year-over-year — from $18.5 million to $17.4 million. Operating profit dropped by 35% to $4.1 million, and net profit fell by 30% to $3.6 million. Gross margin for the period decreased from 45.9% to 38.4%.

One of the main reasons was a decline in occupancy at the Hilton Tashkent. In the first half of the year, it stood at about 58% compared to 63% a year earlier, and in the second quarter, it was 61% compared to 74%. Management attributes this to increased competition following the opening of new hotels in Tashkent, including Swissotel, JW Marriott, and Mercure Tashkent North, as well as price competition and the cancellation or postponement of corporate events.

Against this backdrop, Wyndham Bukhara, by contrast, improved its performance due to an increase in average room rates. Central Asian Expo's revenue for the half-year declined by 7.3%: some events held in the first half of 2025 were shifted to the second half of the year in 2026.

At the same time, the decline in net profit proved less pronounced than the drop in operating profit. The bottom line was impacted by an increase in interest income on loans to related parties: from $700,000 to $2.4 million.

The bulk of TEG SPV's debt consists of loans from Halyk Bank of Kazakhstan at 7.5% per annum. Their maturity date is set for September 15, 2028. As of June 30, 2026, the remaining debt balance was $25.5 million, of which $10.2 million was due within the following year. Cash on the group's accounts as of that date stood at $883,000.

The report separately discloses a guarantee provided in March 2025 by AKFA Dream World, the operator of Hilton Tashkent. It secured a $100 million loan from Halyk Bank extended to another company linked to the same beneficiary. That company is not part of the acquired group. The collateral used for the loan is the same property pledged for the hotel operator's own loans.

The guarantee was provided free of charge. The agreement also contains no provision to recover costs from the borrower in the event of its execution. The maximum liability amount is $100 million, excluding interest, fees, and penalties. By comparison, TEG SPV's equity as of June 30, 2026, was $85.2 million. No provision for potential guarantee expenses is reflected in the financial statements.

In the first half of 2026, $6.9 million was also paid to the group's owner as a profit distribution.

Managing all of this will be a team bringing together former group executives and invited independent directors. Chief Executive Officer and President Elmurod Sopiev previously headed the Hilton Tashkent, while Chief Financial Officer and Treasurer Timur Zokirov previously worked at PwC. The Board of Directors is chaired by Anita Mendiratta, a tourism consultant who has collaborated with UN agencies and the World Bank. Joining her on the board are Wesley Davis, Mark Kasher, Richard Sharko, and Irodakhon Abduvakhitova. All except Abduvakhitova are deemed independent. The Audit Committee is chaired by Sharko, while the Compensation and Nominating and Corporate Governance Committees are chaired by Kasher.

TEG Overseas is traded on the OTC Markets over-the-counter platform in the OTCID Basic segment rather than on a major exchange. The stock was removed from the higher OTCQB segment on August 28, 2026, and the company has applied for reinstatement. The last price cited in the filings as of October 12 was $0.4724 per share, with approximately 51 registered holders.

In an October 14 press release, TEG describes the transaction as the creation of the first US public business from Uzbekistan. This is a statement by the company itself, not an independent assessment.