BrooQLy Inc. (BRQL) shareholders back reverse split, new RSU plans

Rhea-AI Filing Summary

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.

Insights

Corporate governance analyst

Shareholders backed director slate, reverse split authority, name change and new RSU plans.

BrooQLy Inc., doing business as Dynamic Aerospace Systems, used its December 11, 2025 annual meeting to secure broad approval for its governance agenda. All six director nominees were elected with significantly more votes "for" than "withheld" from both common and preferred stock. Ratification of RBSM LLP as auditor for the year ending December 31, 2025 also received strong support from common and preferred holders.

Two structural changes stand out. First, shareholders approved a name change to Dynamic Aerospace Systems, aligning the corporate identity with its operating brand. Second, they authorized the board to effect a reverse stock split of common and Class B common shares at a ratio between 1-for-1.5 and 1-for-20. The exact split ratio and timing will depend on a later board decision and the filing of amended articles in Nevada, so the practical effect will come only once the board acts.

The meeting also approved a Restricted Stock Unit (RSU) Executive Plan and a broader RSU Plan, providing tools for equity-based compensation that can align management and employee incentives with shareholder outcomes, while introducing potential dilution over time. The capital structure gives preferred holders substantial influence: Series A preferred carries 10 votes per share, and all Series B preferred together hold voting power equal to 200% of the total voting power of all other classes. That design means a small number of preferred holders, including directors who own Series B, can meaningfully shape future votes on governance, capital structure, and compensation decisions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2025

BrooQLy Inc.

(Exact name of registrant as specified in its charter)

Nevada		86-2265420
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
3753 Plaza Dr Ann Arbor, MI		48108
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, including area code: 734-773-3776

____________________________________________

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 11, 2025, BrooQLy Inc., d/b/a Dynamic Aerospace Systems, a Nevada corporation (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”), for which the Board of Directors solicited proxies. At the Annual Meeting, the shareholders voted on the proposals set forth below, as described in the Company’s definitive proxy materials filed with the U.S. Securities and Exchange Commission (“SEC”) on October 28, 2025, and mailed to all of the Company’s shareholders beginning on or about October 31, 2025.

As reported in the Proxy Statement, as of October 13, 2025, the Record Date for the meeting, the authorized capital stock of the Company consisted of 325,000,000 shares of Common Stock, par value $0.0001 per share, of which 25,615,000 shares were issued and outstanding as of the Record Date; 50,000,000 shares of Class B Common Stock, of which 15,374,654 were issued and outstanding as of the Record Date; and 225,000,000 shares of Preferred Stock.  The series of Preferred Stock that have been designated to date are as follows: Series A Preferred Stock: 25,000,000 designated, of which 24,805,000 shares were issued and outstanding as of the Record Date; Series B Preferred Stock: 100 shares designated, of which 4 shares were issued and outstanding as of the Record Date; Series C Preferred Stock: 329,289 shares designated, of which 329,289 shares were issued and outstanding as of the Record Date; and Series D Preferred Stock: 115,502 shares designated, of which 115,502 shares were issued and outstanding as of the Record Date.

The Shares of Common Stock have one vote per share. The shares of Class B Common Stock have no votes.

The shares of Series A Preferred Stock have 10:1 voting rights, meaning that each share of Series A Preferred Stock shall have 10 votes for each share of Series A Preferred Stock held by the holder of those shares of Series A Preferred Stock. 

Additionally, there were 4 shares of our Series B Preferred Stock outstanding, held by members of the Company’s Board of Directors. All of the shares of Series B Preferred Stock together have voting power equal to 200% of the total voting power of all other Classes or series of outstanding shares, and each share of Series B Preferred Stock has a fractional portion of that aggregate vote.

The shares of Series C and Series D Preferred Stock have 1:1 voting rights, meaning that each share of Series C and Series D Preferred Stock have one vote for each one share of Series C and Series D Preferred Stock, respectively, held by the holder of those shares.

The Company’s transfer agent, who tallied the votes submitted through brokerage houses and to the transfer agent, tallied the votes of the Common Stock. The Company tallied the votes of the Series A, B, C, and D Preferred Stock.

A total of 19,730,584 shares of Common Stock, representing a total of approximately 77% of the total outstanding shares of Common Stock, were represented in person or by proxy at the Annual Meeting. A total of 19,825,288 shares of Preferred Stock were represented in person or by proxy at the Annual Meeting. As such, the Secretary of the Annual Meeting determined that a quorum was present for the Annual Meeting.

The proposals voted on and approved by the stockholders at the Annual Meeting were as follows: 

Proposal 1

The six director nominees named in the Company's proxy statement were elected, each to hold office until the 2026 Annual Meeting and until their successors are duly elected and qualified, based upon the following votes:

Nominee		Common Stock For				Common Stock Withheld				Preferred Stock Votes For				Preferred Stock Withheld
Kent B. Wilson			19,463,104				19,703				196,896,387				0
Jeff Hail			19,463,104				19,703				196,896,387				0
Shannon Rigney			19,464,187				18,620				196,896,387				0
Ian Kantrowitz			19,464,207				18,620				196,896,387				0
Ron J. Rich			19,782,787				20				196,896,387				0
Jorge L. Torres			19,482,787				20				196,896,387				0

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Proposal 2

The proposal to ratify the appointment of RBSM LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2025, was approved based on the following votes:

Common Stock FOR			19,730,584
Common Stock AGAINST			0
Preferred Stock FOR			196,896,387
Preferred Stock AGAINST			0

Proposal 3

The approval of Amendment 1, to authorize the board of directors to file an amendment to the Company’s Articles of Incorporation, as amended to date, to change the name of the Company to Dynamic Aerospace Systems (“Amendment 1”), was approved based on the following votes:

Common Stock FOR			19,730,584
Common Stock AGAINST			0
Preferred Stock FOR			196,896,387
Preferred Stock AGAINST			0

Proposal 4

The approval of Amendment 2, an amendment to the Company’s Articles of Incorporation, as amended to date, to effectuate a reverse split of the shares of Common Stock and Class B Common Stock of the Company at a ratio of not less than 1-for-1.5 and not greater than 1-for-20, such ratio to be determined by the Company’s Board of Directors (the “Reverse Split”) at any time before filing the amendment with the State of Nevada (the “Reverse Split Amended Articles”); and to file the Amended Articles to reflect the Reverse Split, was approved based on the following votes:

Common Stock FOR			19,727,362
Common Stock AGAINST			3,220
Preferred Stock FOR			196,873,660
Preferred Stock AGAINST			22,727

Proposal 5

The approval of the Dynamic Aerospace Systems Restricted Stock Unit (RSU) Executive Plan was approved based on the following votes:

Common Stock FOR			19,481,704
Common Stock AGAINST			193,896,387
Preferred Stock FOR			196,896,387
Preferred Stock AGAINST			0

Proposal 6

The approval of the Dynamic Aerospace Systems Restricted Stock Unit (RSU) Plan was approved based on the following votes:

Common Stock FOR			19,481,704
Common Stock AGAINST			1,103
Preferred Stock FOR			196,896,387
Preferred Stock AGAINST			0

3

With respect to Proposal 1, each of the director-nominees received the affirmative vote of a plurality of the votes cast (each with a greater number of votes cast “for” than “withheld”), and each was elected to serve for a term of one year.

Proposals 2, 3, 4, 5, and 6 each received the affirmative vote of a majority of votes cast and therefore passed. 

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BrooQLy Inc.

/s/ Kent Wilson

By: Kent Wilson

Title: CEO / Chairman of Board

Date: December 16, 2025

5

FAQ

What did BrooQLy Inc. (BRQL) shareholders approve at the 2025 annual meeting?

Shareholders of BrooQLy Inc., d/b/a Dynamic Aerospace Systems, approved all six proposals. They elected six directors for one-year terms, ratified RBSM LLP as independent auditor for the year ending December 31, 2025, authorized a corporate name change, approved reverse split authority for the common and Class B common stock, and adopted both an RSU Executive Plan and a broader RSU Plan.

Did BRQL approve a reverse stock split and what range was authorized?

Yes. Shareholders approved Amendment 2, which authorizes the board of directors to implement a reverse stock split of the Company’s Common Stock and Class B Common Stock at a ratio of not less than 1-for-1.5 and not greater than 1-for-20. The exact ratio and timing will be determined by the board before filing the amended articles with the State of Nevada.

What name change did shareholders of BrooQLy Inc. (BRQL) approve?

Through Amendment 1, shareholders authorized the board to file an amendment to change the company’s name from BrooQLy Inc. to Dynamic Aerospace Systems. The proposal to approve this name change received majority support from both common and preferred stock represented at the meeting.

How many BrooQLy (BRQL) shares were represented at the 2025 annual meeting?

A total of 19,730,584 shares of Common Stock, representing approximately 77% of outstanding common shares as of the record date, were represented in person or by proxy. In addition, 19,825,288 preferred shares across the designated series were represented. Based on these figures, the secretary determined that a quorum was present for the meeting.

What equity compensation plans did Dynamic Aerospace Systems shareholders approve?

Shareholders approved two equity compensation plans: the Dynamic Aerospace Systems Restricted Stock Unit (RSU) Executive Plan and the Dynamic Aerospace Systems Restricted Stock Unit (RSU) Plan. These plans allow the company to grant restricted stock units to executives and other participants, providing stock-based compensation that can link pay to company performance.

How is voting power structured among BrooQLy (BRQL) preferred stock series?

The company’s preferred stock has multiple series with distinct voting rights. Series A Preferred Stock carries 10:1 voting rights, so each Series A share has 10 votes. All outstanding Series B Preferred Stock together has voting power equal to 200% of the total voting power of all other classes and series, with each Series B share holding a fraction of that aggregate vote. Series C and Series D Preferred Stock have 1:1 voting rights, with one vote per share.