Sec Form 4 Filing - HAIL JEFFREY @ brooqLy, Inc. - 2025-06-25

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
HAIL JEFFREY
2. Issuer Name and Ticker or Trading Symbol
brooqLy, Inc. [ BRQL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CHIEF OPERATING OFFICER
(Last) (First) (Middle)
401 RYLAND ST, SUITE 200-A
3. Date of Earliest Transaction (MM/DD/YY)
06/25/2025
(Street)
RENO, NV89502
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
SERIES A PREFERRED STOCK ( 1 ) 06/25/2025 C 24,805,000 ( 2 ) 06/25/2025( 3 ) ( 3 ) COMMON STOCK 74,415,000 ( 4 ) $ 0 24,805,000 I SHARES OWNED BY AEROSPACE CAPITAL PARTNERS, LLC ( 5 )
SERIES A PREFERRED STOCK ( 6 ) 06/26/2025 C 375,000 06/26/2025( 3 ) ( 3 ) COMMON STOCK 1,125,000 $ 0 375,000 D
SERIES A PREFERRED STOCK ( 7 ) 06/26/2025 C 6,243,300 06/26/2025( 3 ) ( 3 ) COMMON STOCK 18,729,900 $ 0 18,561,700 I SHARES OWNED BY AEROSPACE CAPITAL PARTNERS, LLC ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HAIL JEFFREY
401 RYLAND ST
SUITE 200-A
RENO, NV89502
X CHIEF OPERATING OFFICER
Signatures
/S/ JEFF HAIL 07/25/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )THE REPORTING PERSON IS A MEMBER OF AEROSPACE CAPITAL PARTNERS, LLC ("ACP"), WHICH ACQUIRED THE SHARES OF SERIES A PREFERRED STOCK PURSUANT TO THE TERMS OF CONVERTIBLE PROMISSORY NOTES ISSUED BY THE ISSUER TO ACP IN FEBRUARY AND MARCH, 2025. PURSUANT TO THE TERMS OF THE NOTES, UPON THE CREATION OF THE SERIES A PREFERRED STOCK, THE OUTSTANDING BALANCE OF THE NOTE WOULD CONVERT INTO SHARES OF SERIES A PREFERRED STOCK. THE AGGREGATE PRINCIPAL AMOUNT OF THE NOTES, $372,075, CONVERTED AT A PRICE OF $0.015 PER SHARE INTO SHARES OF SERIES A PREFERRED STOCK WHEN THE SERIES A PREFERRED STOCK WERE CREATED ON JUNE 24, 2025.
( 2 )AS NOTED ABOVE, THE SHARES WERE ACQUIRED BY ACP. THE REPORTING PERSON IS A MEMBER OF ACP AND AS SUCH, OWNS THE SHARES INDIRECTLY.
( 3 )THE SHARES OF SERIES A PREFERRED STOCK MAY BE CONVERTED INTO SHARES OF THE ISSUER'S COMMON STOCK AT ANY TIME AT THE DISCRETION OF THE HOLDER(ACP). THERE IS NO EXPIRATION OF THE RIGHT TO CONVERT INTO THE ISSUER'S COMMON STOCK.
( 4 )PURSUANT TO THE CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES, EACH SHARE OF SERIES A PREFERRED STOCK IS CONVERTIBLE INTO THREE SHARES OF THE ISSUERS COMMON STOCK, AT THE DISCRETION OF THE HOLDER.
( 5 )THE REPORTING PERSON IS A MEMBER OF AEROSPACE CAPITAL PARTNERS, LLC, WHICH OWNS THE SHARES. THE REPORTING PERSON'S BENEFICIAL AND PECUNIARY OWNERSHIP OF ACP IS 30%. THE REPORTING PERSON DISCLAIMS BENEFICIAL OWNERSHIP OF THESE SERIES A PREFERRED SHARES EXCEPT TO THE EXTENT OF HIS PECUNIARY INTEREST THEREIN.
( 6 )THE REPORTING PERSON RECEIVED THESE SHARES FROM ACP IN CONNECTION WITH THE EXTINGUISHMENT OF AN OBLIGATION OWED BY ACP TO THE REPORTING PERSON. THE SERIES A PREFERRED SHARES WERE ISSUED AT A PER SHARE PRICE OF $0.12.
( 7 )AS NOTED, ACP ACQUIRED THE SHARES OF SERIES A PREFERRED STOCK PURSUANT TO THE TERMS OF CONVERTIBLE PROMISSORY NOTES ISSUED BY THE ISSUER IN FEBRUARY AND MARCH, 2025. FOLLOWING THE ISSUANCE OF THE SERIES A PREFERRED STOCK TO ACP ON JUNE 25, 2025, ACP SUBSEQUENTLY DISTRIBUTED AN AGGREGATE OF 6,246,300 SHARES TO CERTAIN INVESTORS IN ACP IN EXCHANGE FOR CANCELLATION OF OBLIGATIONS TOTALING $749,556, AT A PER SHARE CONVERSION PRICE OF $0.12.

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