Entrepreneur Jakhongir Artikodjayev executed a merger of two companies under his control: the American company StageWise Strategies Corp. from Nevada and the Uzbek hotel group TEG SPV. As a result of the deal, the American company gained almost full control over the Uzbek group and issued 183.1 million new shares in return. The group includes assets such as Hilton Tashkent, Wyndham Bukhara, and the Central Asian Expo exhibition center.
How the deal went and who received the shares
Artikodjayev controlled both sides of the transaction. StageWise was acquired by him in June 2026: initially, about 74% of the shares were bought for $750 thousand, and then the stake was increased to 79%. Ownership of the Uzbek group is held through Tourism and Entertainment Group, where he owns 99.93%, and also through his daughter Irodahon Abduvahitova. After concluding the deal, they jointly control approximately 99.4% of TEG Overseas: 68.3% through his company and 31.14% through his daughter.
The formal closing of the deal took place on October 13, 2026, and the registration of the transfer of shares in Uzbekistan occurred the next day, October 14. This is evidenced by an amendment to the company's report submitted to the U.S. Securities and Exchange Commission (SEC) on October 16.
The mechanism of the deal was an exchange of shares, as the former owners of TEG SPV did not receive cash but instead received securities of the American company. TEG Overseas acquired 99.99999012% of the Uzbek company's shares and issued 183,098,434 new common shares in return. Before the deal, there were about 5 million shares outstanding, and after the deal, the number increased to 188,142,768, allowing the former owners of the Uzbek group to obtain approximately 97.3% of the American company.
The majority of the issued shares, namely 124,506,935, were transferred to Tourism and Entertainment Group, and Irodahon Abduvahitova received 58,591,499 shares. The minimal stake of TEG SPV, amounting to 0.00000988%, remained with Wellmore LLC, which is wholly owned by Tourism and Entertainment Group, due to Uzbek legislation requirements.
The deal also included an additional condition: the American company had to attract at least $18 million in new financing to carry out the merger. However, on October 13, all parties to the agreement formally waived this point, and the deal closed without raising funds. The report did not disclose where the funds were supposed to come from or in what form.
A crucial point is determining when the American company became the owner. In the initial report filed with the SEC on October 14, StageWise explained that according to Uzbek law, the transfer of shares comes into effect only after their registration in the Unified State Register of Legal Entities. Therefore, it was impossible to be considered the official owner before this registration, and the registration was planned no later than October 16.
In the amendment dated October 16, the company reported the completion of the procedure on October 14, and personnel changes came into effect from that date. Timur Zokirov, Bakhtiyor Kadirov, and Elina Davidyana left the board of directors; Anita Mendiratta, Wesley Davis, Mark Kasher, Richard Sharko, and Irodahon Abduvahitova joined the board. Elmurod Sopiev retained his position as CEO and became President, while Timur Zokirov remained CFO and took the position of Treasurer. The board also established audit, compensation, appointment, and corporate governance committees. Furthermore, the end of the fiscal year was changed from September 30 to December 31 to ensure reporting compliance with the TEG SPV period.
How the ownership structure is organized
To understand the relationships, one must examine the chain of ownership starting from the top level. At the top is Artikodjayev, who owns 99.93% of Tourism and Entertainment Group. This company, in turn, owns 68.3% of TEG Overseas, corresponding to 128,506,935 shares, including those the entrepreneur transferred to it before the deal closed. His daughter Irodahon Abduvahitova directly owns 31.14%, or 58,591,499 shares, while free trading accounts for only about 0.6%.
Below is the Uzbek group itself. TEG SPV was established in October 2025 as a holding company and fully controls three companies: AKFA Dream World manages Hilton Tashkent, Cultural Landmark Hotel owns Wyndham Bukhara, and CAEX manages the Central Asian Expo exhibition center.
The documents also detail the history of Wyndham Bukhara. Initially, the hotel building belonged to J-United LLC, which is also connected to Artikodjayev. In December 2025, it was transferred to Cultural Landmark Hotel LLC, which became the hotel operator. The right to use the Wyndham brand until August 2026 remained with Wide Tent System LLC, which subsequently transferred this license to Cultural Landmark Hotel. Subleasing required registration with the Ministry of Justice of Uzbekistan. The application was submitted on September 25, 2026, but at the time of preparing the first report, the registration had not yet been completed.
In addition to hotels and the exhibition center, other companies associated with Artikodjayev are mentioned in the reports. For example, Aurum Global Group and ADW-International Congress Hall received loans from TEG SPV. Aimbridge Hotel Management was responsible for supplying products and organizing guest accommodation at Wyndham Bukhara.
Connections with external suppliers are also disclosed. AKFA Dream World, which manages Hilton Tashkent, paid for Artikodjayev's aircraft rental through Empire Aviation Group. This company accounted for 20% of all hotel group purchases in 2025 and 22% in 2024. Another 38% of purchases in 2025 was provided by the construction company Discovery Invest Global (this figure was 30% in the previous year).
What the American company received
The American company received the hotel and exhibition business, comprising three assets. Hilton Tashkent is a five-star hotel with 258 rooms, operating under the Hilton franchise. Wyndham Bukhara is a four-star hotel with 212 rooms, using the Wyndham brand under license. The Central Asian Expo exhibition center, covering about 23 thousand square meters, is also located in Tashkent, leasing space to third-party organizers and hosting its own events. The entire group has about 790 employees.
Before the deal, StageWise specialized mainly in SEO services, with revenue from this area amounting to only $95,409 for fiscal year 2025. In contrast, TEG SPV's revenue for the same year reached $42.9 million, exceeding the previous year's figure by 22%. The group's net profit increased from $4.6 million to $14.4 million.
The main revenue growth was driven by two segments: food and beverage sales, which added $4.2 million, and the Central Asian Expo exhibition center. The exhibition center's revenue grew from $2.9 million to $7 million. Meanwhile, income from hotel room stays showed a slight decrease.
How financial indicators changed in 2026
In the first half of 2026, the financial position of TEG SPV deteriorated. The group's revenue decreased by 6.2% compared to the same period last year, falling from $18.5 million to $17.4 million. Operating profit decreased by 35%, amounting to $4.1 million, and net profit fell by 30% to $3.6 million. The gross margin for this period decreased from 45.9% to 38.4%.
The main reason for this decline was the decrease in occupancy rate at Hilton Tashkent. In the first half of the year, it was about 58% compared to 63% the previous year, and in the second quarter, it was 61% compared to 74%. Management attributes this to increased competition in Tashkent following the opening of new hotels such as Swissotel, JW Marriott, and Mercure Tashkent North, as well as price competition and cancellation or postponement of corporate orders.
Conversely, Wyndham Bukhara showed improved performance due to an increase in the average room rate. Central Asian Expo's revenue for the half-year decreased by 7.3%, as some events scheduled for the first half of 2025 were postponed to the second half of 2026.
Nevertheless, the drop in net profit was less pronounced than the drop in operating profit. The final financial result was positively influenced by the growth in interest income from related party loans: these increased from $700 thousand to $2.4 million.
Loans, guarantees, and owner payouts
A significant portion of TEG SPV's debt consists of loans issued by Halyk Bank of Kazakhstan at an annual interest rate of 7.5%, with a repayment deadline set for September 15, 2028. As of June 30, 2026, the total debt amounted to $25.5 million, of which $10.2 million was due to be repaid within the next year. On that date, the group's bank balances stood at $883 thousand.
The report also mentions a guarantee provided in March 2025 by AKFA Dream World, the operator of Hilton Tashkent. This guarantee secured a loan of $100 million from Halyk Bank to another company related to the same beneficiary but not part of the acquired group. The collateral for this loan is the same property pledged for the operator's own loans.
The guarantee was provided without receiving remuneration, and the contract does not provide for the right to recover expenses from the borrower in case of invocation. The maximum liability is estimated at $100 million, excluding interest, commissions, and penalties. For comparison, TEG SPV's equity as of June 30, 2026, was $85.2 million, and no provision for possible guarantee expenses was reflected in the report.
For the first half of 2026, the group's owner was paid $6.9 million in dividend distribution.
Who will manage the company
The company will be managed by a team that includes both former group executives and invited independent directors. Elmurod Sopiev, who previously managed Hilton Tashkent, will take the position of CEO and President. Timur Zokirov, formerly of PwC, will become CFO and Treasurer. Anita Mendiratta, a tourism consultant with experience working with UN and World Bank structures, will head the board of directors. Wesley Davis, Mark Kasher, Richard Sharko, and Irodahon Abduvahitova will also join the board. All board members, except Abduvahitova, are recognized as independent.
