Brooqly SEC Filings

Dynamic Aerospace Systems, Inc., formerly BrooQLy Inc., reports on its transformation into a defense- and government-focused unmanned aerial systems platform following majority ownership acquired by Aerospace Capital Partners on February 25, 2025. The company secured a two-year reservation of the “DAS” ticker symbol with the New York Stock Exchange and had a Form S-1 related to a $15 million equity line of credit declared effective on December 19, 2025 to support a planned NYSE uplisting.

In 2025, the company demonstrated multiple UAV platforms, including Overwatch, Sentinel, Mitigator and its Fortis Class series, to U.S. Air Force Global Strike Command and municipal public safety agencies, and submitted a proposal in January 2026 to the Drone Dominance Rapid Solution Program. DAS filed seven new patent applications in 2025 and remains pre-revenue while targeting future income from UAV sales, government contracts, drone-as-a-service offerings, licensing, and custom integrations across U.S. and international markets.

BrooQL Inc. chief executive officer and director Kent Wilson reported several equity movements. On December 15, 2025, he converted 100,000 shares of Series A preferred stock into 300,000 shares of common stock, consistent with the stated right to convert each preferred share into three common shares at the holder’s discretion. This increased his directly held common stock to 300,000 shares and left him with 191,667 Series A preferred shares held directly.

On December 23, 2025, Wilson made a bona fide charitable gift of 200,000 shares of common stock at a reported price of $0.00 per share to Mark Martin Ministries of Groveland, Florida. After this donation, he directly held 100,000 shares of common stock in addition to his remaining Series A preferred shares, as disclosed in the filing.

BrooQLy Inc., d/b/a Dynamic Aerospace Systems, reported results of its 2025 annual shareholder meeting held on December 11, 2025. Shareholders elected six directors to serve until the 2026 annual meeting and ratified RBSM LLP as independent public accounting firm for the year ending December 31, 2025. A total of 19,730,584 common shares, about 77% of those outstanding, and 19,825,288 preferred shares were represented, establishing a quorum.

Investors approved a corporate name change to Dynamic Aerospace Systems and authorized the board to implement a reverse stock split of common and Class B common shares at a ratio between 1-for-1.5 and 1-for-20, at the board’s discretion. They also approved a Restricted Stock Unit (RSU) Executive Plan and a separate RSU Plan, enabling equity-based compensation. The filing highlights a complex capital structure, including Series A preferred with 10 votes per share and Series B preferred that collectively carry 200% of the total voting power of all other outstanding shares, concentrating voting control with the Series B holders.

BrooQLy Inc.52,530,000 shares of common stock for resale by existing stockholders, tied to convertible notes, warrants and an equity purchase agreement. The company itself is not selling shares, though it may receive up to $15,000,000 over time from share sales to Platinum Point Capital under an equity line and from warrant exercises.

Now doing business as Dynamic Aerospace Systems, BrooQLy is an early-stage UAV manufacturer and operator of autonomous drone logistics networks, with no UAV-related revenue yet. It recently completed a change of control in which Aerospace Capital Partners acquired about 70.3% of the common stock, and bought UAV and software assets from Vayu/Impossible Aerospace and Global Autonomous Corporation using convertible notes of roughly $2.97 million and $11.63 million.

The company reported continuing losses, including net losses of $2,620,369 for the nine months ended September 30, 2025, and an accumulated deficit of $4,620,565, and its auditor raised substantial doubt about its ability to continue as a going concern. BrooQLy’s shares trade on the OTCQB under the symbol BRQL, and it qualifies as an emerging growth and smaller reporting company, using scaled disclosure and control exemptions.

BrooQLy Inc. (BRQL) reported Q3 2025 results. The company posted a quarterly net loss of $1,320,750 on $0 revenue, with operating expenses of $1,104,192. For the nine months, net loss was $2,620,369. Cash was $17,269 at September 30, 2025.

Management disclosed a working capital deficit of $1,327,439 and stated there is substantial doubt about the company’s ability to continue as a going concern without additional capital. Total assets were $16,324,916, driven by $12,734,680 goodwill and $2,025,251 of intangibles from the April 2025 acquisitions of Vayu and GAC, which established two segments: Dynamic Aerospace Systems and Dynamic Deliveries.

Financing activity included a $495,000 secured convertible note on July 1 (10% interest; warrant for 330,000 shares at $1.50), a $138,000 secured convertible note on September 23 (10% interest; warrants for 120,000 shares and 18,000 shares issued; recorded a day-one financing loss of $82,609), and a $58,000 promissory note on September 2. The company also signed a $15,000,000 Equity Line (ELOC) requiring S‑1 effectiveness; a $450,000 commitment fee (598,404 shares) was recorded as a deferred offering cost.

BrooQLy Inc. (BRQL) called a virtual annual meeting for December 11, 2025 to elect six directors and seek stockholder approval on several items. Proposals include ratifying the independent auditor for 2025, authorizing a name change to Dynamic Aerospace Systems Corporation, approving a reverse stock split of Common Stock and Class B Common Stock at a Board‑selected ratio between 1‑for‑1.5 and 1‑for‑20, and approving two Restricted Stock Unit (RSU) plans for executives and employees.

Voting will be online via ClearTrust; Common Stock holders vote on all matters while Class B Common Stock has no voting rights. Preferred voting is significant: Series A carries 10 votes per share and Series B collectively equals 200% of the voting power of all other outstanding classes. Shares outstanding were 25,615,000 Common as of the October 13, 2025 record date.

The reverse split would not change authorized share counts or par value and would round fractional shares up to the nearest whole share. The Board recommends approval of all proposals.

BrooQLy Inc. amended its S-1 registration and disclosed capital-raising and financing activity and material equity conversions. The company announced a planned Regulation D Rule 506(c) raise up to $5,000,000 and entered advisory and broker-dealer agreements with Jahani & Associates and Umergence LLC, but Umergence paused investor introductions after the company failed to make a required second payment of $12,500. The filing shows repeated convertible note conversions and issuance of multiple preferred and Class B share series in mid-2025, including automatic conversions on June 20, 2025 into Series A, C and D preferred shares and April/May 2025 conversions into Class B Common Stock valued at approximately $2.97 million and $11.63 million for two separate note conversions.

The company reported a net loss of $1,171,439 for the year ended December 31, 2024 and a stockholders' deficit of $287,989 as of that date, with prior year deficit of $76,960 as of December 31, 2023. The filing discloses significant issuance of shares for services, conversions of loans to equity, recognition of beneficial conversion features recorded as debt discounts (with amortization recorded as interest expense), and certain lease and warrant arrangements. Key financing mechanics, conversion prices, and amortization amounts are provided in the filing.