BrooQLy Inc. Seeks Name Change, Reverse Split, and RSU Plan Approvals

TL;DR

**BrooQLy's proposed name change and reverse split are a clear signal of a strategic overhaul; get ready for a potential re-rating as Dynamic Aerospace Systems Corporation.**

AI Summary

BrooQLy Inc. (d/b/a Dynamic Aerospace Systems Corporation) is holding its 2025 annual meeting on December 11, 2025, to elect six directors: Kent B. Wilson, Jeff Hail, Shannon Rigney, Ian Kantrowitz, Ron J. Rich, and Jorge L. Torres. The company also seeks stockholder approval for several key strategic changes, including ratifying RBSM LLP as its independent registered public accountants for fiscal year ending December 31, 2025. A significant proposal is to authorize the Board to file an amendment to change the company's name to Dynamic Aerospace Systems Corporation. Furthermore, the Board is seeking authorization for a reverse stock split of the Company's Common Stock and Class B Common Stock, which could impact share price and outstanding share count. Stockholders will also vote on approving two new Restricted Stock Unit (RSU) plans: the Dynamic Aerospace Systems Corporation Restricted Stock Unit (RSU) Executive Plan and the Dynamic Aerospace Systems Corporation Restricted Stock Unit (RSU) Plan, indicating a focus on executive and employee compensation. As of the October 13, 2025 record date, BrooQLy Inc. had 25,615,000 shares of Common Stock outstanding, 15,374,654 shares of Class B Common Stock, and various series of Preferred Stock with differing voting rights, including 24,805,000 shares of Series A Preferred Stock with 10:1 voting rights and 4 shares of Series B Preferred Stock with 200% aggregate voting power.

Why It Matters

This DEF 14A filing signals a significant strategic pivot for BrooQLy Inc., aiming to rebrand as Dynamic Aerospace Systems Corporation, which could reposition the company in the market and attract new investors. The proposed reverse stock split, if approved, will reduce the number of outstanding shares, potentially increasing the per-share price and improving market perception, crucial for competitive standing against aerospace rivals. For employees and executives, the new RSU plans offer enhanced compensation incentives, aligning their interests with long-term company performance. Investors should closely evaluate these proposals as they could materially impact share value, corporate governance, and the company's future trajectory in the competitive aerospace sector.

Risk Assessment

Risk Level: medium — The proposed reverse stock split (Amendment 2) carries inherent risks, as it does not guarantee an increase in market capitalization and can sometimes be perceived negatively by investors. Additionally, the complex voting structure with Series A Preferred Stock having 10:1 voting rights and Series B Preferred Stock holding 200% of the total voting power of all other classes could concentrate control and dilute the influence of common stockholders, as evidenced by the 4 Series B Preferred shares held by Board members.

Analyst Insight

Investors should vote FOR the name change to Dynamic Aerospace Systems Corporation to support the company's strategic repositioning. However, they should carefully consider the implications of the reverse stock split and the RSU plans, as these could significantly alter share structure and compensation, and monitor the impact of the preferred stock's outsized voting power.

Key Numbers

• 25,615,000 — Common Stock shares issued and outstanding (As of Record Date October 13, 2025)
• 15,374,654 — Class B Common Stock shares issued and outstanding (As of Record Date October 13, 2025)
• 24,805,000 — Series A Preferred Stock shares issued and outstanding (Each share has 10 votes)
• 4 — Series B Preferred Stock shares issued and outstanding (Together have 200% of total voting power of all other classes)
• 10:1 — Series A Preferred Stock voting rights (Each share of Series A Preferred Stock has 10 votes)
• 200% — Series B Preferred Stock aggregate voting power (Relative to all other classes or series of outstanding shares)
• October 13, 2025 — Record Date (For voting eligibility at the Annual Meeting)
• 6 — Number of Directors to be elected (Including Kent B. Wilson, Jeff Hail, Shannon Rigney, Ian Kantrowitz, Ron J. Rich, and Jorge L. Torres)
• 7 — Number of proposals to be voted on (Including director elections, auditor ratification, name change, reverse stock split, and RSU plans)
• 718-705-8770 — Company telephone number (For stockholder inquiries)

Key Players & Entities

• BrooQLy Inc. (company) — Registrant seeking proxy approvals
• Dynamic Aerospace Systems Corporation (company) — Proposed new name for BrooQLy Inc.
• Kent B. Wilson (person) — Chief Executive Officer and Director nominee
• Jeff Hail (person) — Director nominee and named proxy
• RBSM LLP (company) — Independent registered public accountants for fiscal year ending December 31, 2025
• SEC (regulator) — Securities and Exchange Commission
• ClearTrust, LLC (company) — Stock transfer agent
• 3753 Plaza Dr., Ann Arbor, MI 48108 (company) — Principal executive office address
• Nevada (company) — State of incorporation
• December 11, 2025 (date) — Date of the Annual Meeting of Stockholders

FAQ

Industry Context

BrooQLy Inc., operating as Dynamic Aerospace Systems Corporation, is positioning itself within the aerospace sector. This industry is characterized by significant capital requirements, long product development cycles, and stringent regulatory oversight. Key trends include increasing demand for advanced aerospace technologies, a focus on sustainability, and evolving global supply chains. The company's proposed name change and reverse stock split suggest a strategic pivot or restructuring aimed at enhancing its market presence or financial standing within this competitive landscape.

Regulatory Implications

As a publicly traded company, BrooQLy Inc. is subject to SEC regulations, including timely and accurate financial reporting and disclosure requirements. The proposed name change and reverse stock split require shareholder approval and subsequent filings with relevant authorities. The ratification of independent auditors is a standard compliance measure. The introduction of new RSU plans will also have implications for executive compensation disclosure and accounting treatment.

What Investors Should Do

1. Review the proposals carefully, especially the reverse stock split and RSU plans, and understand their potential impact on share value and dilution.
2. Vote your shares, either by proxy or during the virtual annual meeting, to ensure your voice is heard on critical governance and strategic decisions.
3. Understand the voting power of different stock classes, particularly the Series A and Series B Preferred Stock, to gauge the influence of various shareholder groups.

Key Dates

• 2025-12-11: 2025 Annual Meeting of Stockholders — Key decisions on director elections, auditor ratification, company name change, reverse stock split, and RSU plans will be made.
• 2025-10-13: Record Date for Annual Meeting — Determines which stockholders are eligible to vote at the annual meeting.
• 2025-10-27: Proxy Statement Filing Date — Indicates when the company officially released information about the annual meeting and proposals to the SEC and public.
• 2025-10-31: Proxy Materials Mailing Date — The date by which stockholders are expected to receive the proxy statement and voting instructions.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document outlines the proposals, director nominees, and other critical information for BrooQLy Inc.'s 2025 annual meeting.)

Proxy Statement

A document that a company sends to its shareholders before a shareholder meeting, containing information about the matters to be discussed and voted upon. (This is the primary document for shareholders to understand the company's proposals and make informed voting decisions.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Establishes the cutoff for determining voting eligibility for the December 11, 2025, annual meeting.)

Reverse Stock Split

A corporate action in which a company reduces the total number of its outstanding shares by consolidating them. (BrooQLy Inc. is seeking authorization for a reverse stock split, which will impact the number of outstanding shares and potentially the share price.)

Restricted Stock Unit (RSU)

A grant of stock that is subject to vesting requirements, typically based on time or performance, after which the recipient receives the shares. (The company is proposing two new RSU plans, indicating a focus on executive and employee compensation through equity incentives.)

Independent Registered Public Accountants

An external accounting firm hired by a company to audit its financial statements and provide an independent opinion on their fairness and accuracy. (Stockholders will vote to ratify RBSM LLP as the company's auditor for fiscal year 2025.)

Articles of Incorporation

The foundational legal document filed with the state that establishes a corporation and outlines its basic structure and purpose. (The company is seeking authorization to file amendments to its Articles of Incorporation for a name change and to authorize a reverse stock split.)

Year-Over-Year Comparison

This DEF 14A filing for the 2025 annual meeting indicates a period of significant strategic activity for BrooQLy Inc. compared to previous filings. Key proposals include a name change to Dynamic Aerospace Systems Corporation and a reverse stock split, suggesting a potential rebranding or restructuring effort. The introduction of two new Restricted Stock Unit (RSU) plans highlights a renewed focus on executive and employee compensation strategies. Without prior year financial data in this specific filing, a direct comparison of revenue growth or margin changes is not possible, but the proposed actions point towards a company actively seeking to reshape its corporate identity and financial structure.

Key Financial Figures

• $0.0001 — 0,000 shares of Common Stock, par value $0.0001 per share, of which 25,615,000 shares w
• $1 million — hem from a small startup with less than $1 million in revenue to a company with $20 millio
• $20 million — $1 million in revenue to a company with $20 million in revenue and a growth path for 2013 a

Filing Documents

• brql_def14a.htm (DEF 14A) — 413KB
• 0001477932-25-007768.txt ( ) — 414KB

From the Filing

DEF 14A 1 brql_def14a.htm DEF 14A brql_def14a.htm SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under Rule 14a-12 BrooQLy Inc. (Name of the Registrant as Specified in Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11 (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: BROOQLY INC. D/B/A DYNAMIC AEROSPACE SYSTEMS CORPORATION 3753 Plaza Dr. Ann Arbor, MI 48108 Telephone: 718-705-8770 BROOQLY INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD DECEMBER 11, 2025 _____________________________________________ TO OUR STOCKHOLDERS: You are cordially invited to attend the 2025 annual meeting of stockholders of BrooQLy Inc. (d/b/a Dynamic Aerospace Systems Corporation), a Nevada corporation (the "Company"), to be held at 10:00 a.m., Mountain Standard Time, on Thursday December 11, 2025. This year's meeting will be a virtual meeting via live webcast on the internet. You will be able to attend the annual meeting, vote and submit your questions during the annual meeting by visiting https://www.cleartrustonline.com/brql. You will not be able to attend the annual meeting in person. Details regarding the annual meeting, the business to be conducted at the annual meeting, and information about the Company that you should consider when you vote your shares are described in this proxy statement. At the annual meeting, seven persons will be elected to our Board of Directors. In addition, we will ask stockholders approve the following proposals: 1. To elect six Directors: Kent B. Wilson, Jeff Hail, Shannon Rigney, Ian Kantrowitz, Ron J. Rich, and Jorge L. Torres, each to serve until the next annual meeting of the shareholders or until a successor has been elected and qualified; 2. To ratify the appointment of RBSM LLP to serve as our independent registered public accountants for the fiscal year ending December 31, 2025; 3. 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 Corporation ("Amendment 1"); 4. To authorize the Board of Directors to file an Amendment to the Company's Articles of Incorporation, as amended to date, to authorize a reverse stock split of the Company's Common Stock and Class B Common Stock, ("Amendment 2"); 5. To approve the Dynamic Aerospace Systems Corporation Restricted Stock Unit (RSU) Executive Plan (the "Executive RSU Plan"); 6. To approve the Dynamic Aerospace Systems Corporation Restricted Stock Unit (RSU) Plan (the "RSU Plan"); and 7. To transact such other business as may properly come before the Annual Meeting, or any postponement(s) or adjournment(s) thereof. The Board of Directors recommends the approval of each of the proposals. Such other business will be transacted as may properly come before the annual meeting. We hope you will be able to attend the annual meeting. Whether you plan to attend the annual meeting or not, it is important that you cast your vote either during the annual meeting or by proxy. You may vote over the Internet or by mail. When you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend. 2 Thank you for your continued support of the Company. We look forward to seeing you at the annual meeting. By Order of the Board of Directors, Phoenix, Arizona /s/ Kent B. Wilson October 27, 2025 Kent B. Wilson Chief Executive Officer 3 BROOQLY INC. D/B/A DYNAMIC AEROSPACE SY

View Full Filing

View this DEF 14A filing on SEC EDGAR