BrooQLy Inc. S-1: $5M Raise Faces Investor Introduction Hurdles

TL;DR

BrooQLy Inc. S-1: Trying to raise $5M but missed a payment to their investor introducer.

AI Summary

BrooQLy Inc. filed an S-1 on August 20, 2025, detailing plans to raise up to $5,000,000 from accredited investors. The company engaged Jahani & Associates on July 31, 2023, for Middle East and Southeast Asia expansion and Umergence LLC, a broker-dealer, to introduce investors. However, a $12,500 payment default to Umergence LLC has paused their introduction efforts.

Why It Matters

This S-1 filing reveals BrooQLy Inc.'s fundraising efforts and strategic partnerships, but also highlights potential financial instability impacting their growth plans.

Risk Assessment

Risk Level: medium — The company has already defaulted on a payment to a key partner, raising concerns about its financial stability and ability to execute its fundraising and expansion plans.

Key Numbers

• $5.0M — Fundraising Target (BrooQLy Inc. aims to raise this amount from accredited investors.)
• $12.5K — Missed Payment (The company failed to make a second payment of this amount to Umergence LLC.)

Key Players & Entities

• BrooQLy Inc. (company) — Filer of the S-1 registration statement.
• Jahani & Associates (company) — Advisor for expansion into the Middle East and Southeast Asia.
• Umergence LLC (company) — Registered broker-dealer engaged to introduce accredited investors.
• $5,000,000 (dollar_amount) — Target amount to be raised from accredited investors.
• July 31, 2023 (date) — Date of agreements with Jahani & Associates and Umergence LLC.
• $12,500 (dollar_amount) — Amount of the first required payment made to Umergence LLC.
• $12,500 (dollar_amount) — Amount of the second payment that was not made to Umergence LLC.

FAQ

Key Financial Figures

• $0.0001 — 0,000 shares of common stock, par value $0.0001 per share, of BrooQLy Inc. (DBA Dynamic
• $0.70 — e closing price of our common stock was $0.70 per share. We are an emerging growth
• $358,200 — fty-eight Thousand Two Hundred Dollars ($358,200). The Note was to convert automatically
• $0.015 — conversion price of the Note amount was $0.015 per share of either common stock or pre

Filing Documents

• brql_s1.htm (S-1) — 2882KB
• brql_ex311.htm (EX-3.11) — 5KB
• brql_ex312.htm (EX-3.12) — 38KB
• brql_ex313.htm (EX-3.13) — 24KB
• brql_ex314.htm (EX-3.14) — 22KB
• brql_ex315.htm (EX-3.15) — 32KB
• brql_ex316.htm (EX-3.16) — 34KB
• brql_ex32.htm (EX-3.2) — 46KB
• brql_ex14.htm (EX-14) — 27KB
• brql_ex231.htm (EX-23.1) — 4KB
• brql_ex232.htm (EX-23.2) — 5KB
• brql_ex107.htm (EX-FILING FEES) — 47KB
• brql_ex311img3.jpg (GRAPHIC) — 168KB
• brql_ex311img2.jpg (GRAPHIC) — 146KB
• brql_ex311img4.jpg (GRAPHIC) — 125KB
• brql_ex311img5.jpg (GRAPHIC) — 142KB
• brql_ex311img6.jpg (GRAPHIC) — 19KB
• brql_ex232img1.jpg (GRAPHIC) — 7KB
• brql_ex231img1.jpg (GRAPHIC) — 7KB
• brql_s1img1.jpg (GRAPHIC) — 7KB
• brql_s1img2.jpg (GRAPHIC) — 7KB
• brql_ex311img1.jpg (GRAPHIC) — 190KB
• 0001477932-25-006119.txt ( ) — 9188KB
• brql-20250630.xsd (EX-101.SCH) — 62KB
• brql-20250630_lab.xml (EX-101.LAB) — 311KB
• brql-20250630_cal.xml (EX-101.CAL) — 48KB
• brql-20250630_pre.xml (EX-101.PRE) — 267KB
• brql-20250630_def.xml (EX-101.DEF) — 179KB
• brql_s1_htm.xml (XML) — 912KB
• brql_ex107_htm.xml (XML) — 10KB

USE OF PROCEEDS

USE OF PROCEEDS 50 MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 51

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 62

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION 63 MANAGEMENT 66

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 72 BENEFICIAL OWNERSHIP OF SECURITIES 74 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 76

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 76 PLATINUM POINT CAPITAL PURCHASE AGREEMENT SELLING STOCKHOLDERS 83 PLAN OF DISTRIBUTION 90 LEGAL MATTERS 92 EXPERTS 92 WHERE YOU CAN FIND MORE INFORMATION 92 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 92 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 2 Please read this prospectus carefully. It describes our business, our financial condition and our results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision. You should rely only on the information contained in this prospectus. We and the Selling Stockholders have not authorized anyone to provide you with any information or to make any representations about us, the securities being offered pursuant to this prospectus or any other matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us or the Selling Stockholders. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Neither the delivery of this prospectus nor any distribution of securities in accordance with this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this prospectus. This prospectus will be updated and made available for delivery to the extent required by the federal securities laws. We further note that the representations, warranties and covenants made by us in any document that is filed as an exhibit to the registration statement of which this prospectus is a part were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to su

View Full Filing

View this S-1 filing on SEC EDGAR