BrooQLy Inc. is registering 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.