SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Kantrowitz Ian
(Last) (First) (Middle)
401 RYLAND ST
SUITE 200-A
(Street)
RENO NV 89502
(City) (State) (Zip)
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)
VICE PRESIDENT
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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)(2) 06/25/2025 C 24,805,000 06/25/2025(3) (3) COMMON STOCK 74,415,000(4) $0 24,805,000 I BY AEROSPACE CAPITAL PARTNERS, LLC(5)
SERIES A PREFERRED STOCK (6) 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)
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 ISSUER'S 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 15%. THE REPORTING PERSON DISCLAIMS BENEFICIAL OWNERSHIP OF THESE SERIES A PREFERRED SHARES EXCEPT TO THE EXTENT OF HIS PECUNIARY INTEREST THEREIN.
6. 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.
/S/ IAN KANTROWITZ 07/25/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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