BrooQLy Inc.

As filed with the Securities and Exchange Commission on August 19, 2025

Registration No. 333-_________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BrooQLy Inc.

(Exact name of registrant as specified in its charter)

3753 Plaza Dr,

Ann Arbor, MI 48108

718-705-8770

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Kent Wilson

3753 Plaza Dr,

Ann Arbor, MI 48108

718-705-8770

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

C. Parkinson Lloyd, Esq.

Kirton McConkie, P.C.

50 East South Temple Street, Suite 400

Salt Lake City, UT 84111

(801) 328-3600

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.

The information in this prospectus is not complete and may be changed. Neither the Company nor the selling stockholders may sell these securities until the Securities and Exchange Commission declares this registration statement effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted**.**

52,530,000 shares of common stock

This prospectus relates to (1) the resale by certain selling stockholders identified in this prospectus or their permitted assigns (collectively, the “Selling Stockholders”) of up to 52,530,000 shares of common stock, par value $0.0001 per share, of BrooQLy Inc. (DBA Dynamic Aerospace Systems Corporation) (the “Company” or “we” or “our”) consisting of (i) up to 15,000,000 shares of our common stock which may be issued in connection with the conversion of one or more Secured Convertible Promissory Notes (the “Notes”) issued or to be pursuant to a securities purchase agreement, dated as of July 3, 2025 (the “Note Purchase Agreement”), with Platinum Point Capital, LLC (“Platinum Point Capital”); (ii) 330,000 shares underlying a warrant to purchase additional shares of our common stock (the “Warrant”) issued to Platinum in connection with the Note Purchase Agreement; (iii) up to 25,000,000 shares of our common stock (the “Advance Shares”) issuable in connection with an equity purchase agreement dated as of July 31, 2025 (the “Equity Purchase Agreement”), with Platinum; (iv) up to 600,000 shares identified in the Equity Purchase Agreement as Commitment Shares (the “Commitment Shares”); (v) up to 1,600,000 shares underlying warrants issued to A.G.P./Alliance Global Partners; and (vi) 10,000,000 shares of our common stock issued to certain of the Selling Stockholders,.

Advance Shares issuable under the Equity Purchase Agreement, if and when they are sold pursuant to the terms of the Equity Purchase Agreement, will be sold at a per share price equal to 90% of the gross proceeds received by the Investor for the resale of such Advance Shares during the applicable valuation period, which consists of the three consecutive Trading Days immediately following the applicable Advance Date, subject to certain conditions and exceptions. See “Platinum Point Capital Equity Purchase Agreement” for more detail regarding the sale of shares under the Equity Purchase Agreement.

We are not selling any securities under this prospectus and will not receive any proceeds from the sale of securities by the Selling Stockholders. The Selling Stockholders may offer all of a portion of the shares for resale from time to time through public or private transactions, at then prevailing market prices (and not fixed prices). The Selling Stockholders will bear all commissions and discounts, if any, attributable to the sale of our securities. We will bear all costs, expenses and fees in connection with the registration of the securities registered hereunder.

Platinum Point Capital is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”) with respect to shares of common stock issued and issuable to it in connection with the Equity Purchase Agreement. The securities being offered hereby may be sold by the Selling Stockholders to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information regarding the methods of sale you should refer to the section of this prospectus titled “Plan of Distribution” on page .

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Our shares of common stock are listed on the OTC QB Market under the symbol “BRQL.” On August 18, 2025, the closing price of our common stock was $0.70 per share.

We are an emerging growth company as that term is defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings.

The securities offered in this prospectus involve a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider the risks and uncertainties under the heading “Risk Factors” beginning on page 17 of this prospectus.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

We will pay the expenses incurred in registering the shares of common stock to which this prospectus relates, including legal and accounting fees. Please see “Plan of Distribution” on page .

The date of this prospectus is ___________, 2025.

TABLE OF CONTENTS

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 such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

This prospectus includes estimates, statistics and other industry data that we obtained from industry publications, research, surveys and studies conducted by third parties and publicly available information. Such data involves a number of assumptions and limitations and contains projections and estimates of the future performance of the industries in which we operate that are subject to a high degree of uncertainty. This prospectus also includes data based on our own internal estimates. We caution you not to give undue weight to such projections, assumptions and estimates.

This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the TM or ® symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by any other companies.

To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference filed with the U.S. Securities and Exchange Commission (the “SEC”) before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement in a document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date, the statement in the document having the later date modifies or supersedes the earlier statement.