SCHEDULE: Katerine Calero Boosts Tofla Megaline Stake to 76.2%

Katerine Calero, through entities she controls, has increased her beneficial ownership in Tofla Megaline Inc. to 76.2% of common stock for investment purposes.

Summary

• Katerine Calero, through entities she controls, has become the beneficial owner of 4,500,000 shares of Tofla Megaline Inc. common stock, representing 76.2% of the outstanding class.
• The acquisition originated on December 31, 2024, when Thomas Crest Capital, controlled by Katerine Calero's husband, Raoul Thomas, entered into a Stock Purchase and Escrow Agreement to acquire these shares from Rodolfo Guerrero Angulo for $590,000.
• The shares were subsequently assigned to Alice Group USA LLC on January 31, 2025, and then to Alice Group Ltd. on May 5, 2025, both entities controlled by Katerine Calero, with these assignments occurring for no additional consideration.
• The purpose of the acquisition is for investment, conducted in the ordinary course of business, with no current plans for major corporate changes, mergers, or other actions outlined in Item 4 of Schedule 13D.

Sentiment

Score: 6

Explanation: The filing indicates a significant increase in beneficial ownership by a controlling person, which can be seen as a positive sign of confidence. However, the lack of other strategic or financial details limits a stronger positive assessment, and the 'no consideration' transfers between related parties introduce some ambiguity.

Positives

• A significant increase in beneficial ownership by a controlling person (Katerine Calero) to 76.2% may signal strong confidence in the company's future.
• The acquisition is stated to be for investment purposes, indicating a long-term interest in the Issuer.

Negatives

• The subsequent assignments of shares between controlled entities occurred for 'no consideration,' which might obscure the true valuation or intent behind the internal transfers.
• The initial purchase price of $590,000 for 76.2% of the company implies a relatively low market valuation for Tofla Megaline Inc.

Risks

• The Reporting Person reserves the right to dispose of securities of the Issuer, depending on market conditions and other factors, which could impact share price.

Future Outlook

The Reporting Person has no current plans or proposals that would result in major corporate actions such as mergers, liquidations, or significant changes to the Issuer's business or corporate structure. However, the Reporting Person reserves the right to acquire additional securities or dispose of existing holdings based on market conditions and other factors.

Management Comments

• Acquired the securities of the Issuer for investment purposes, and such purchases have been made in the Reporting Person's ordinary course of business.
• No plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
• Reserves the right to acquire additional securities of the Issuer in the open market or in privately negotiated transactions, or to dispose of securities of the Issuer, depending on market conditions and other factors.

Industry Context

This announcement primarily details a significant change in beneficial ownership and control, rather than operational or strategic updates. Without further information on Tofla Megaline Inc.'s business activities, it is difficult to assess its relation to broader industry trends or competitors.

Comparison to Industry Standards

• Insufficient information in the filing to provide specific comparisons to industry standards or comparable companies regarding financial performance or operational metrics.

Legal Proceedings

• The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the last five years.

Related Party Transactions

• Thomas Crest Capital, a company controlled by Raoul Thomas (husband of Reporting Person Katerine Calero), entered into a Stock Purchase and Escrow Agreement to acquire 4,500,000 shares of common stock from Rodolfo Guerrero Angulo.
• The 4,500,000 shares were subsequently assigned from Thomas Crest Capital to Alice Group USA LLC, an entity controlled by Katerine Calero, for no consideration.
• Alice Group USA LLC then assigned the 4,500,000 shares to Alice Group Ltd., another entity controlled by Katerine Calero, also for no consideration.

Stakeholder Impact

• Shareholders may perceive the increased beneficial ownership by Katerine Calero as a sign of strong insider confidence.
• The significant concentration of ownership (76.2%) by Katerine Calero could lead to more centralized decision-making and potentially reduce the public float and liquidity of the stock.

Next Steps

• The Reporting Person may acquire additional securities of the Issuer in the open market or in privately negotiated transactions.
• The Reporting Person may dispose of securities of the Issuer, depending on market conditions and other factors.

Key Dates

Keywords

Tofla Megaline Inc., Katerine Calero, Schedule 13D, beneficial ownership, common stock, insider ownership, stock acquisition, corporate control