TEG Overseas, Inc. filed a Form 8-K on November 6, 2026, disclosing that its subsidiary TEG SPV LLC entered into a non-binding preliminary agreement on November 3, 2026, for the proposed acquisition of the Alfraganus hotel complex in Tashkent, Uzbekistan.

Key Highlights

  • Non-binding preliminary agreement: TEG SPV LLC and Dreams Island Limited Liability Company signed a preliminary agreement on November 3, 2026, for the proposed purchase of the Alfraganus hotel complex, currently under construction in the Mirobod District, Tashkent, Uzbekistan.
  • Cash consideration: Under a potential final agreement, TEG SPV would pay the seller UZS 12,000,000,000 (twelve billion Uzbek soums, inclusive of VAT), equal to approximately US$1,000,000 on the date of execution.
  • Debt assumption: TEG SPV would also assume US$100,000,000 of indebtedness owed to a bank relating to the construction of the Alfraganus Complex.
  • Asset composition: The company expects the Alfraganus Complex to be comprised of six hotel properties and a shared conference hall.
  • Deadline for main agreement: The preliminary agreement contemplates that a binding main agreement will be entered into on or prior to June 30, 2027, with an option for TEG SPV to unilaterally extend that date by up to three months.
  • No guarantee of completion: According to the filing, "there is no assurance that TEG SPV will ever consummate the acquisition of the Assets."

TEG SPV's Proposed Acquisition of the Alfraganus Hotel Complex in Tashkent

According to the filing, TEG SPV LLC, described as a substantially wholly-owned subsidiary of TEG Overseas, Inc. organized under the laws of the Republic of Uzbekistan, entered into the preliminary agreement with Dreams Island Limited Liability Company, also organized under Uzbekistani law and identified as an affiliate of the company. The agreement relates to the proposed acquisition of the Alfraganus hotel complex, which the filing states is currently under construction in the Mirobod District, Tashkent, Uzbekistan.

The filing discloses that if the parties execute a final binding main agreement, TEG SPV would pay UZS 12,000,000,000 (twelve billion Uzbek soums, inclusive of VAT) to the seller, a sum the filing states was equal to approximately US$1,000,000 on the date of execution. In addition, TEG SPV would assume US$100,000,000 of indebtedness owed to a bank in connection with construction of the complex. The preliminary agreement becomes binding only after the parties have agreed in writing to all essential terms of the main agreement and have obtained all required consents and approvals from the bank, including consent to the disposal of the assets and to the transfer of loan obligations to TEG SPV.

The filing notes that the parties' obligations to enter into the main agreement are subject to, among other things, obtaining third-party consents, negotiating definitive agreements, satisfying conditions set forth in the preliminary agreement, and receiving regulatory approvals. If the main agreement is not executed by the applicable deadline, the filing states that "any obligations of the parties under the Preliminary Agreement shall terminate." The filing also notes that this Current Report contains forward-looking statements subject to risks and uncertainties, as described in the company's cautionary language. The company formerly operated under the name Stagewise Strategies Corp., as indicated on the cover page. No exchange listing or trading symbol is registered under Section 12(b) of the Act, according to the filing.

What Was Disclosed

TEG Overseas, Inc. disclosed a non-binding preliminary agreement, dated November 3, 2026, under which subsidiary TEG SPV LLC proposes to acquire the Alfraganus hotel complex in Tashkent from an affiliate, Dreams Island LLC, for approximately US$1,000,000 in cash plus assumption of US$100,000,000 in construction-related bank debt.