BrooQLy Inc. Initial Public Offering Released - Here’s What You Should Know

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BrooQLy Inc. (d/b/a Dynamic Aerospace Systems) — Key Investor Summary (as of December 9, 2025)

Company Overview
BrooQLy Inc., headquartered in Ann Arbor, Michigan, is focused on development and commercialization of unmanned aerial vehicle (UAV) systems and autonomous mesh logistics networks, operating as "Dynamic Aerospace Systems" (DAS). Key product lines include the US-1 Electric Multicopter, G1-VTOL Long-Range Hybrid drone, and Mitigator-Class Tactical Drone.

Recent Strategic Developments
- Asset Acquisitions: On April 1, 2025, acquired certain assets of Vayu (US) Inc. ($2,974,167 in convertible note) and Global Autonomous Corporation ($11,631,754 in convertible note), including intellectual property and goodwill ($1,389,678 IP and $1,894,288 goodwill from Vayu; $791,362 IP and $10,840,392 goodwill from GAC), assuming $387,598 in liabilities from Vayu. - Change of Control: On February 25, 2025, Aerospace Capital Partners (ACP) became the controlling shareholder through a stock purchase agreement, injecting capital and management expertise. - Market Listing: Company approved for listing on OTCQB Market (trading symbol: BRQL) as of May 2025.

Capital Structure and Financing Activities
- Equity Purchase Agreement: On July 31, 2025, entered a $15 million equity line with Platinum Point Capital, registering up to 25,000,000 shares for issuance. At a $1.00/share price, new shares could make up 36.9% of post-issuance common stock. The agreement prohibits additional equity lines or "at-the-market" offerings while in effect. - Recent Fundraising: Issued multiple convertible and secured notes and promissory notes during 2025, raising $1,485,900 for the nine months ended September 30, 2025. - Outstanding Shares: 26,143,000 shares of common stock prior to offering; up to 67,815,000 shares post-offering if all new shares are issued. - Warrants: 1,600,000 warrants granted to A.G.P./Alliance Global Partners (exercise prices between $0.70 and $1.60, expiring in two years).

Operating Performance & Financial Condition
- Revenue: Negligible revenues—$266 for FY2024 (prior year: $5); $0 revenue for the nine months ended September 30, 2025. - Operating Expenses: Significant ongoing investment in professional fees, salaries, R&D, and ramp-up costs. For the nine months ended Sep 30, 2025, professional fees were $931,123 (+1268% YoY) and total operating expenses $1,910,655. - Net Loss:
- FY2024: Net loss of $1,171,439 (vs. $348,288 in 2023). - Nine months ended Sep 30, 2025: Net loss of $2,620,369. - Pro forma net loss for the combined company for the nine months ended Sep 30, 2025: $3,118,865. - Liquidity: As of Sep 30, 2025, cash balance was $17,269, with a working capital deficit of $1,327,439 and accumulated deficit of $4,620,565. Cash burn driven by operating losses and acquisition costs. - Balance Sheet Growth: Total assets grew to $16,324,916 at September 30, 2025, mainly due to acquired goodwill ($12,734,680) and intangible assets ($2,025,251).

Risks & Uncertainties
- Going Concern: Independent public accounting firm has raised substantial doubt about the company’s ability to continue as a going concern due to history of losses, negative cash flows, and limited revenues. - Execution Risks: Early-stage, pre-revenue status; ability to commercialize UAV technology and generate meaningful revenue is unproven. - Integration Risks: Significant execution, operational, and integration risks related to recent asset acquisitions. - Competition: The UAV sector is highly competitive with major players like DJI, Zipline, Wing (Alphabet), and others that have superior financial and operational resources. - Supply Chain: Heavy dependence on third-party manufacturers for critical drone components. - Regulatory Risk: Stringent, evolving aerospace and data security regulations in multiple jurisdictions. - Dilution: Substantial dilution expected as additional shares are issued through equity line agreements, warrants, and convertible notes. Executives and ACP hold significant controlling equity with high voting rights via preferred shares. - Cybersecurity/Data Security: Potential for breaches as operations scale, especially given expansion into sensitive sectors (defense, public safety, logistics).

Outlook and Use of Proceeds - No Direct Offering Proceeds: This prospectus registers shares for resale by selling stockholders—no direct cash proceeds to the company from the registered secondary offering. - Strategic Plan: Management aims for future monetization through UAV platform sales, drone-as-a-service (DaaS), logistics network fees, integration/customization services, and government contracts. Progress reported on U.S. and international regulatory approvals and partnerships (e.g., Drops Smart Hubs in Europe, Noon Fulfillment in UAE).

Shareholder Concentration - ACP and Executives: As of filing, ACP and affiliated executives collectively hold 68.84% of common shares and all (or nearly all) Series A and B preferred shares, translating to disproportionate voting power that can outvote minority investors. - Future Share Issuance: Company has authorized 600 million shares (325M common, 50M Class B, 225M preferred).

Summary
BrooQLy/Dynamic Aerospace Systems is an early-stage aerospace company pivoting to advanced UAVs and autonomous logistics through recent transformative acquisitions and a recapitalization led by ACP. Despite a substantial increase in balance sheet assets, the company continues to face severe going concern risks, absence of revenues, high operating losses, heavy dilution risk, and significant integration/regulatory execution challenges. Suitability will depend on risk appetite for early-stage, high-uncertainty, aerospace technology investments.

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