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 brql_corresp.htm December 16, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology Matthew Crispino Jan Woo Laura Veator Stephen Krikorian Re: BrooQLy Inc. Registration Statement on Form S-1 Filed August 20, 2025 File No. 333-289720 REQUEST FOR ACCELERATION OF EFFECTIVENESS Dear Ms. Veator, Ms. Woo, Mr. Krikorian, and Mr. Crispino, Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BrooQLy Inc., d/b/a Dynamic Aerospace Systems, a Nevada corporation (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement, so that it may become effective at 8:00 am Eastern Standard Time on Friday, December 19, 2025, or as soon thereafter as possible. The undersigned acknowledges, on behalf of the Company, that: - should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; - the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and - the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. We request that we be notified of such effectiveness by a telephone call to company counsel, C. Parkinson Lloyd of Kirton McConkie at (801) 350-7619, and that such effectiveness also be confirmed in writing. Thank you for your consideration and assistance in this matter. Respectfully submitted, BROOQLY INC. d/b/a DYNAMIC AEROSPACE SYSTEMS /s/ Kent B. Wilson Kent B. Wilson CEO / President

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 brql_corresp.htm December 9, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology Laura Veator Stephen Krikorian Matthew Crispino Jan Woo Re: BrooQLy Inc. Registration Statement on Form S-1 Filed August 20, 2025 Amendment No. 1 Filed September 2, 2025 File No. 333-289720 Dear Ms. Veator, Ms. Woo, Mr. Krikorian, and Mr. Crispino, This letter is written on behalf of BrooQLy Inc., d/b/a Dynamic Aerospace Systems Corporation, a Nevada corporation (the “Company”) in response to your letter dated November 25, 2025, relating to Amendment No. 1 to the registration statement on Form S-1 referenced above (the “Registration Statement”), and responds to the comments in your letter. The Company has filed today an amendment to the Registration Statement (“Amendment No. 2”) to respond to the Staff’s comments. By way of additional information, the Company has updated the financial statements and financial disclosures in Amendment No. 2 to include the third quarter financial statements and financial information, as filed in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025. The Company has also filed the Exhibit 5 opinion with Amendment No. 2. For your convenience, the Company has reproduced the comments from the Staff in the order provided followed by the Company’s corresponding response. All references in the Company’s responses to pages and captioned sections in the Registration Statement are to Amendment No. 2. Capitalized terms used in this letter and not otherwise defined herein have the meanings ascribed to them in Amendment No. 2. Form S-1 filed September 24, 2025 Properties, page 62 1. Please file your lease agreement as an exhibit. Refer to Item 601(b)(10)(ii)(D) of Regulation S-K. Response to Comment No. 1 The Company has filed the lease agreement as an exhibit in Amendment No. 2. 1 Financial Statements for the Six Months Ended June 30, 2025 Notes to the Financial Statements Note 4 - Business Combinations, page F-21 2. In your response to prior comment 11 you state that the Company’s common stock traded on OTC Pink prior to April 1, 2025, with 8,400 shares traded in the 30-day period leading up to the acquisitions. Please clarify how you determined fair value using acquisition-date quotations and explain why you believe the quotations are based on an active market for your stock given its very low trading volume. Refer to definition of active market in ASC 820-10-20. In this regard, we note that there was no activity after a 300 trade on March 17, 2025. Refer to ASC 820-10-35-54C(a) and 805-30-30-7. Further, it appears that only a nominal percentage of the shares that traded in the 30-day period traded at $.95 a share while the remainder traded at significantly lower prices. In addition, tell us how your valuation is reasonable considering that the Class B shares of common stock, which have no voting rights, were not being quoted on the OTC at the acquisition date since they are a different class of common stock. Please consider that if a quoted price in an active market is not available, other valuation methods or techniques should be utilized to determine the fair value of your shares as of the acquisition date. Response to Comment No. 2 The Company respectfully acknowledges the Staff’s comment and provides the following clarification regarding the fair value measurement of consideration issued in the asset acquisitions of Vayu Aerospace Corporation and Impossible Aerospace Corporation (together, “Vayu”) and Global Autonomous Corporation (“GAC”) as of the acquisition date of April 1, 2025. Transactions Background The purchase price paid by the Company for the GAC Assets included the payment of $11,631,754 in the form of a Convertible Note (the “GAC Note”). The GAC Note had no stated interest rate or maturity date. Under the terms of the GAC Note, when the Company filed an amendment to its Articles of Incorporation to create a Class B Common Stock, the GAC Note would automatically convert into shares of the Company's Class B Common Stock, at a fixed conversion price of $0.95 per share, or an equivalent of 12,243,952 shares of Class B Common Stock. Similarly, the purchase price paid by the Company for the Vayu assets included the payment of $2,974,167 in the form of a Convertible Note (the “Vayu Note”). The Vayu Note had no stated interest rate or maturity date. Under the terms of the Vayu Note, when the Company filed an amendment to its Articles of Incorporation to create a Class B Common Stock, the Vayu Note would automatically convert into shares of the Company's Class B Common Stock, at a fixed conversion price of $0.95 per share, or an equivalent of 3,130,702 shares of Class B Common Stock. 2 On May 14, 2025, the Company filed a certificate of amendment with the Nevada Secretary of State to amend the Company’s Articles of Incorporation and to create the Class B Common Stock, and the GAC Note and Vayu Note automatically converted into 12,243,952 and 3,130,702 shares of Class B Common Stock, respectively. 1. The Company Concluded That Acquisition-Date Quoted Prices Were Not Level 1 Inputs Upon further evaluation in accordance with ASC 820-10-35-54C, the Company determined that the trading volume of its Common Stock in the 30-day period prior to the acquisitions - approximately 8,400 shares traded with limited daily activity – did not meet the definition of an “active market” under ASC 820-10-20 because the shares did not trade with “sufficient frequency and volume to provide pricing information on an ongoing basis.” Moreover, the acquisition consideration issued was in the form of the Company’s Class B Common Stock. The Class B Common Stock has the same economic characteristics as the Class A Common Stock but has no voting rights. Each share of Class B Common Stock is convertible into one share of Common Stock. The Class B Common Stock is not quoted on an active exchange. Accordingly, the Company has not treated quoted Common Stock OTC Pink prices as Level 1 inputs, nor relied solely on these quotations to determine fair value. 2. Acquisition-Date Quoted Prices Were Instead Treated as Level 2 / Level 3 Observable Inputs Although the OTC Pink quotations did not qualify as Level 1 inputs, they nevertheless represent observable transactions between willing market participants and therefore remain relevant within the fair-value hierarchy. Under ASC 820-10-35-47, quoted prices in markets that are not active may be used as Level 2 inputs if observable and require only modest adjustments, or as Level 3 inputs if significant adjustments are required due to low liquidity, thin trading, or sparse depth in the order book. Consistent with ASC 820, the Company used the quoted prices only as an observable market data point, assigned limited weight due to the thin trading activity, and utilized the quoted prices as part of a broader multi-input valuation framework. The Company therefore considered these quoted prices not determinative, but corroborative, serving as Level 2/3 observable inputs within the overall measurement. 3. Use of Level 3 Inputs Through Independent Valuation (Fairness Opinion) Because Level 1 inputs were unavailable, and Level 2 inputs were insufficient on their own, the Company relied primarily on Level 3 valuation techniques in accordance with ASC 820-10-35-24A and ASC 805-30-30-7. To support this determination, the Company engaged Stanton Park Advisors, LLC, an independent valuation firm, to prepare a Fairness Opinion dated March 3, 2025 (the “Fairness Opinion”). 3 The Fairness Opinion considered the following valuation approaches: · Asset Approach · Income Approach (Discounted Cash Flow) · Market Approach – Guideline Public Companies · Market Approach – Precedent Transactions Ultimately, the Fairness Opinion valued Vayu Aerospace Corporation and Global Autonomous Corporation using an income approach. These methodologies are consistent with the requirements of ASC 820 to maximize observable inputs while incorporating appropriate unobservable inputs when necessary. Based on the enterprise values reached in the Fairness Opinion and the value of liabilities being assumed by the Company, the fair values of the assets acquired (net of liabilities assumed) for each of GAC and Vayu was determined to be as follows: GAC Vayu Enterprise value per fairness opinion $ 11,631,754 $ 3,361,765 Less: accounts payable assumed --- (387,598 ) Fair value of assets acquired (net of liabilities assumed) $ 11,631,754 $ 2,974,167 The Company used the third-party Fairness Opinion enterprise values as the primary basis for determining the acquisition date fair value of consideration issued at the acquisition dates. The consideration issued in the form of the GAC Note and the Vayu Note were issued with face values equal to the fair value of assets acquired (net of liabilities assumed). Accordingly, the Class B Common Shares into which the GAC Note and the Vayu Note were convertible at the same fair market value, which is reflective of the fair market value of the exchange price of the assets between willing market participants. The estimated per share fair market value of the Class B Common Shares as of the acquisition date was: GAC Vayu Fair value of assets acquired (net of liabilities assumed) $ 11,631,754 $ 2,974,167 Shares of Class B Common Stock issued as consideration 12,243,952 3,130,702 Estimated per share fair value of Class B Common Stock $ 0.95 $ 0.95 4. Alignment Between Level 2 Indicators and Level 3 Valuation Techniques The Company notes that the limited OTC Pink trading activity of the Common Stock, when adjusted for liquidity, marketability, voting-rights differences between Common and Class B Common Stock, and the small public float of the Common Stock, was directionally consistent with the valuation outcomes produced by the Fairness Opinion. This alignment between Level 2 and Level 3 inputs provided the Company with additional corroborative evidence supporting the reasonableness of the resulting fair value measurements. 4 5. Corroboration From Post-Acquisition Trading Activity (Additional Level 2 Evidence) Although not relied upon for the acquisition-date measurement, the Company also observed that post-acquisition trading of its Common Stock continued within a range consistent with per share valuation indications of the Class B Common Stock derived from the Fairness Opinion and the acquisition-date quoted prices. The Common Stock generally traded at a premium to $0.95 for the quarter ended June 30, 2025, with an average closing price of $1.04, a high of $1.99, and a low of $0.51 (for 3 trading days on one trade). The Company believes this premium is reasonably reflective of the market’s understanding of the liquidity of the Common Stock relative to the fair market value of the Class B Common Stock. This subsequent trading supports the conclusion that market participants were willing to transact at similar levels, and the Level 3 valuation techniques reflected in the Fairness opinion reflect economically reasonable outcomes. This further corroborates the appropriateness of considering acquisition-date quotations as Common Stock. 6. Summary In summary: · Quoted OTC prices were not treated as Level 1 inputs due to insufficient trading activity. · They were instead used appropriately as Level 2/3 observable inputs, consistent with ASC 820 guidance. · The Fairness Opinion provided the primary Level 3 valuation required under ASC 805 for business combinations. · The fair value conclusions reflected a market-participant perspective, corroborated by both acquisition-date and subsequent trading activity. Conclusion The Company appreciates the Staff's assistance with this review and respectfully requests that the Staff provide an expedited review of this response. Please contact the undersigned, or Park Lloyd, Company counsel (801-328-3600 or by email at plloyd@kmclaw.com) if you have any questions or need additional information. Thank you for your assistance with this filing. Respectfully submitted, BROOQLY INC. d/b/a DYNAMIC AEROSPACE SYSTEMS CORPORATION /s/ Kent B. Wilson Kent B. Wilson CEO / President 5

November 25, 2025
Kent B. Wilson
Chief Executive Officer
BrooQLy Inc.
3753 Plaza Dr.
Ann Arbor, MI 48108
Re:BrooQLy Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 25, 2025
File No. 333-289720
Dear Kent B. Wilson:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 16,
2025 letter.
Form S-1 filed September 24, 2025
Properties, page 62
1.Please file your lease agreement as an exhibit. Refer to Item 601(b)(10)(ii)(D) of
Regulation S-K.
Financial Statements for the Six Months Ended June 30, 2025
Notes to the Financial Statements
Note 4 - Business Combinations, page F-21
In your response to prior comment 11 you state that the Company’s common stock
traded on OTC Pink prior to April 1, 2025, with 8,400 shares traded in the 30-day
period leading up to the acquisitions. Please clarify how you determined fair value 2.

November 25, 2025
Page 2
using acquisition-date quotations and explain why you believe the quotations are
based on an active market for your stock given its very low trading volume. Refer
to definition of active market in ASC 820-10-20. In this regard, we note that there was
no activity after a 300 trade on March 17, 2025. Refer to ASC 820-10-35-54C(a) and
805-30-30-7. Further, it appears that only a nominal percentage of the shares that
traded in the 30-day period traded at $.95 a share while the remainder traded at
significantly lower prices.  In addition, tell us how your valuation is reasonable
considering that the Class B shares of common stock, which have no voting rights,
were not being quoted on the OTC at the acquisition date since they are a different
class of common stock. Please consider that if a quoted price in an active market is
not available, other valuation methods or techniques should be utilized to determine
the fair value of your shares as of the acquisition date.
            Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters.
Please contact Matthew Crispino at 202-551-3456 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Park Lloyd

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brql_corresp.htm

 BrooQLy Inc.

 September 24, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 Laura Veator

 Stephen Krikorian

 Matthew Crispino

 Jan Woo

   Re:

   BrooQLy Inc.

   Registration Statement on Form S-1

 Filed August 20, 2025

 File No. 333-289720

 Dear Ms. Veator, Ms. Woo, Mr. Krikorian, and Mr. Crispino,

 This letter is written on behalf of BrooQLy Inc., d/b/a Dynamic Aerospace Systems Corporation, a Nevada corporation (the “Company”) in response to your letter dated September 16, 2025, relating to the registration statement on Form S-1 referenced above (the “Registration Statement”), and responds to the comments in your letter.

 The Company has filed today an amendment to the Registration Statement (“Amendment No. 1”) to respond to the Staff’s comments and to provide additional information.

 Additionally, for your convenience, the Company has reproduced the comments from the Staff in the order provided followed by the Company’s corresponding response. All references in the Company’s responses to pages and captioned sections in the Registration Statement are to Amendment No. 1. Capitalized terms used in this letter and not otherwise defined herein have the meanings ascribed to them in Amendment No. 1.

 Registration Statement on Form S-1 Prospectus Summary, page 6

   1.

   Your prospectus summary should provide a balanced discussion of your business. Therefore, please amend your summary to include disclosure that you have not yet generated any revenue from your UAVs and Drone-related sales and services and that you are still in the process of developing and testing your technology. Also, disclose here that the company's independent auditors have raised doubt about the company's ability to continue as a going concern.

 Response to Comment No. 1

 The Company has updated and revised the Prospectus Summary to disclose that the Company has not as of the date of Amendment No. 1 generated any revenues from the UAVs and Drone-related sales and services, and that the Company is still in the process of developing and testing its technology. The Company has also included a disclosure about the auditor’s going-concern opinion.

 Recent Developments, page 8

   2.

   Please file the following agreements as exhibits to this registration statement or explain why you are not required to do so:

   ·

   Memorandum of Understanding with Drops Smart Hubs;

   ·

   Memorandum of Understanding between Dynamic Deliveries and Noon Fulfillment; and

   ·

   Financial advisor agreement with A.G.P./Alliance Global Partners.

 Response to Comment No. 2

 The Company has filed the Memorandum of Understanding with Drops Smart Hubs; the Memorandum of Understanding between Dynamic Deliveries and Noon Fulfillment; and the Financial Advisor Agreement with A.G.P./Alliance Global Partners as exhibits with Amendment No. 1.

 Business

 Market Opportunity, page 54

   3.

   We note references to a report by Mordor Intelligence. Please advise whether you commissioned the report by Mordor Intelligence and if so, please revise to file a consent as required by Rule 436 of the Securities Act.

 Response to Comment No. 3

 The Company has revised its disclosure to refer to reports by Mordor Intelligence, as there are separate reports for drones and UAVs. The reports by Mordor Intelligence referenced in the S-1 and in Amendment No. 1 were not commissioned by the Company. They are publicly available and can be found here: (https://www.mordorintelligence.com/industry-reports/uav-market and https://www.mordorintelligence.com/industry-reports/drones-market). The reports are referenced only as support for the Company’s discussion of the potential market opportunity for drones and UAVs in the Company’s discussion of its business.

 Properties, page 62

   4.

   Please disclose whether you own or lease your headquarters and aerospace assembly facility. Refer to Item 102 of Regulation S-K.

 Response to Comment No. 4

 The Company has updated the disclosure under the heading “PROPERTIES” to clarify that the Company leases the space used for headquarters and aerospace assembly. The Company has also clarified that the space is currently sufficient for the Company’s needs, and with the expansion space, should be sufficient for the foreseeable future.

  2

 Management's Discussion and Analysis of Financial Condition and Results of Operation Results of Operations, page 63

   5.

   Considering the significance of the acquired businesses to your results of operations, tell us how you considered also including a discussion of your results of operations based upon pro forma information of the combined entities.

 Response to Comment No. 5

 The Company has updated and revised the Management's Discussion and Analysis of Financial Condition and Results of Operations section to include a discussion of results of operations based upon pro forma information of the combined entities.

 Liquidity and Capital Resources, page 65

   6.

   Please revise to disclose the amount of minimum funding necessary to meet your operating needs for at least the next 12 months, as well as the minimum number of months that you will be able to conduct your planned operations using currently available capital resources. Refer to Item 303(b)(1) of Regulation S-K.

 Response to Comment No. 6

 The Company has updated and revised the Liquidity and Capital Resources section to include a discussion of required funding pursuant to Item 303(b)(1) of Regulation S-K.

 Executive Compensation, page 72

   7.

   Please revise to include the executive compensation for each of the named executive officers for the last two completed fiscal years. See Item 402 of Regulation S-K.

 Response to Comment No. 7

 The Company has updated the executive compensation to include compensation for each of the named executive officers for the last two completed fiscal years.

 Management

 Compensation of Directors, page 73

   8.

   We note the references in this section to employment agreements with your named executive officers. Please file these agreements as exhibits or advise. Refer to Item 601(b)(10) of Regulation S-K.

 Response to Comment No. 8

 The Company has updated the Executive Compensation section to clarify that the tabular information presented relates to the former officers of the Company, prior to the February 25, 2025, transaction. Additionally, the Company has updated Amendment No. 1 to provide information about the Employment Agreements of the New Executive Officers of the Company.  Finally, the Company has included the Employment Agreements as exhibits to Amendment No. 1.

  3

 Certain Relationships and Related Transactions, page 76

   9.

   We note that as of June 30, 2025, the Company owed $60,523 to the Chief Executive Officer, Kent Wilson, and $43,980 to its Chief Operating Officer, Jeffrey Hail. Please disclose these transactions in this section or advise. Refer to Item 404(d) of Regulation S-K.

 Response to Comment No. 9

 The Company has updated the disclosure to include amounts due to Messrs. Wilson and Hail.

 Financial Statements for the Six Months Ended June 30, 2025 Notes to the Financial Statements

 Note 4 - Business Combinations, page F-21

   10.

   It appears that the Share Purchase Agreement, described on page F-13, and the Asset Purchase Agreements were entered into around the same time and in contemplation of each other. Tell us how you considered all the factors in ASC 805-10-55-12 and 55-13 in determining that BrooQLy Inc. is the accounting acquirer with respect to these acquisitions. Please ensure you address the following in your response:

   ·

   How you considered that the former shareholders of BrooQLy Inc. do not have any ownership interest in the post combination company.

   ·

   How you considered that the members of Aerospace Capital Partners, LLC (ACP) (the controlling shareholder of the post combination company) were shareholders of Alpine 4 Holdings, Inc., (the owner of the acquired businesses).

   ·

   How you considered that the senior management of the post combination company are former executives of Alpine 4 Holdings, Inc.

 Response to Comment No. 10

 In determining whether BrooQLy Inc. (“BrooQLy”) or Alpine 4 Holdings, Inc. (“Alpine 4”) was the accounting acquirer with respect to the acquisitions by BrooQLy of Vayu, Impossible Aerospace and Global Autonomous Corp. (the “Acquired Entities”) from Alpine 4, the Company considered the guidance in ASC 805-10-55-12 and 55-13. Our analysis of each factor is summarized below.

 Relative Voting Rights in the Combined Entity (ASC 805-10-55-12(a)):

 The acquirer usually is the combining entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity. In determining which group of owners retains or receives the largest portion of the voting rights, an entity shall consider the existence of any unusual or special voting arrangements and options, warrants, or convertible securities.

 On February 25, 2025, Aerospace Capital Partners, LLC (“ACP”), owned by Kent Wilson, Ian Kantrowitz, Shannon Rigney, and Jeff Hail, acquired a 70% controlling interest in BrooQLy from three existing shareholders, with other existing legacy shareholders retaining a 30% stake in BrooQLy. Each of Kent Wilson, Ian Kantrowitz, Shannon Rigney, and Jeff Hail (the “ACP Owners”) were also named directors of BrooQLy on February 25, 2025. Note that the Commission’s comment that “the former shareholders of BrooQLy Inc. do not have any ownership interest in the post combination company” is not accurate given the legacy holders’ 30% voting control in the post combination company.

  4

 At the time of the Acquisition on April 1, 2025 (the “Acquisition”), the ACP owners held no control over Alpine 4. This transaction followed significant leadership changes at Alpine 4, where Kent Wilson resigned as CEO on February 12, 2025, and he and Ian Kantrowitz, both former Alpine 4 directors, submitted their resignations from the Alpine 4 Board of Directors on March 20, 2025, shifting to an advisory role limited to the company's wind-down as needed.

 As of April 1, 2025, Wilson and Kantrowitz controlled only 19.1% of Alpine 4’s voting rights via their ownership in common shares. To assist the remaining Alpine 4 Board of Directors with the closing of employee benefits such as the 401k plan with John Hancock and other miscellaneous benefits of Alpine 4 former employees, Jeff Hail continued to act Chief Operating Officer of Alpine 4 until September 12, 2025 and controlled 5.3% of Alpine 4’s voting rights via ownership of common shares. Shannon Rigney was not an officer of Alpine 4 and controlled 3.6% of Alpine 4’s voting rights via ownership of common shares. As a result of the leadership changes at Alpine 4, and after March 20, 2025, the ACP Owners together controlled only 28.0 % of the voting rights of Alpine 4 and held no board seats at Alpine 4. Because of the ACP Owners’ non-controlling voting rights in Alpine 4 and lack of representation on the Board of Directors of Alpine 4 at the time of the Acquisition, we did not consider the ACP Owners to have any influence over Alpine 4’s decision making.

 The remaining members of Alpine 4’s Board of Directors were Ed Lew, Gerry Garcia, Christophe Jeunot, and Jonathan Withem (the “Alpine 4 Board”), who are not employed by, nor are officers, nor board members of ACP or BrooQLy, and who were responsible for approving the Acquisition on behalf of Alpine 4 as the seller, as well as overseeing the ongoing operations of Alpine 4 including the sale or shutdown of Alpine 4’s other subsidiaries. Accordingly, for purposes of analyzing the accounting acquirer, we considered (i) the ACP Owners to be representatives of BrooQLy with regard to ownership, voting rights, management and Board of Director control, and (ii) the Alpine 4 Board to be representatives of Alpine 4 with regard to ownership, voting rights, management and Board of Director control.

 Finally, the Class B common shares issued to Alpine 4 as the seller in the Acquisition have no voting rights.

 Based on these facts, immediately following the Acquisition on April 1, 2025, the voting rights of the combined entity were 100% controlled by BrooQLy because (i) ACP controlled 70% of the vote via its acquisition of common shares on February 25, 2025, (ii) the legacy BrooQLy shareholders controlled the remaining 30% of the voting rights, and (iii) Alpine 4 had no voting rights because the Class B common shares it received in the Acquisition have no voting rights. The concentration of voting interest held by BrooQLy’s shareholders indicated that BrooQLy had greater influence over the combined entity and supported identifying BrooQLy as the accounting acquirer.

  5

 Existence of a Large Minority Voting Interest (ASC 805-10-55-12(b)):

 The acquirer usually is the combining entity whose single owner or organized group of owners holds the largest minority voting interest in the combined entity.

 Given that, as described in the previous section, the voting rights of the combined entity were 100% controlled by BrooQLy immediately after the Acquisition, the concentration of voting interest held by BrooQLy’s shareholders indicated that BrooQLy had greater influence over the combined entity and supported identifying BrooQLy as the accounting acquirer.

 Composition of the Governing Body (ASC 805-10-55-12(c)):

 The acquirer usually is the combining entity whose owners have the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity.

 Following the Acquisition, the BrooQLy Board of Directors was comprised of the ACP Owners, who also collectively controlled 70% of the voting rights of the combined entity. Accordingly, BrooQLy had the ability to elect or appoint or to remove a majority of the members of the combined entity’s Board of Directors. No representatives of Alpine 4 were named to the BrooQLy Board of Directors at or after the Acquisition; rather, the opposite happened with the appointment of Jorge Torres, the VP of Fedex Mexico, who had no relationship to Alpine 4. The ability to appoint the Board of Directors indicated that BrooQLy had greater influence over the combined entity and supported identifying BrooQLy as the accounting acquirer.

 Composition of Senior Management (ASC 805-10-55-12(d)):

 The acquirer usually is the combining entity whose former management dominates the management of the combined entity.

 Following the Acquisition, BrooQLy senior management was comprised of BrooQLy representatives Kent Wilson (Chief Executive Officer) and Jeff Hail (Chief Operating Officer). Mr. Wilson resigned as CEO of Alpine 4 on February 12, 2025 and was appointed CEO and CFO of BrooQLy on February 25, 2025. Mr. Hail was appointed COO of BrooQLy on February 25, 2025 and continued as acting COO of Alpine 4 in a limited capacity until September 12, 2025 to assist with the wind-down of employee benefits. At the time of the Acquisition, we considered Mr. Wilson to be a senior management representative solely of BrooQLy given his full time status as a senior executive at BrooQLy and that he had no management relationship with Alpine 4 since February 12, 2025. We considered Mr. Hail to be a representative primarily of BrooQLy given that his senior management role at BrooQLy was executive in nature and his role at Alpine 4 was administrative in and temporary in nature. The senior management composition thus supported identifying BrooQLy as the accounting acquirer.

 Exchange of Equity Interests (ASC 805-10-55-12(e)):

 The acquirer usually is the combining entity that pays a premium over the precombination fair value of the equity interests of the other combining entity or entities.

 The Acquisition was structured such that Bro

September 16, 2025
Kent B. Wilson
Chief Executive Officer
BrooQLy Inc.
3753 Plaza Dr.
Ann Arbor, MI 48108
Re:BrooQLy Inc.
Registration Statement on Form S-1
Filed August 20, 2025
File No. 333-289720
Dear Kent B. Wilson:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Prospectus Summary, page 6
1.Your prospectus summary should provide a balanced discussion of your business.
Therefore, please amend your summary to include disclosure that you have not yet
generated any revenue from your UAVs and Drone-related sales and services and that
you are still in the process of developing and testing your technology. Also, disclose
here that the company's independent auditors have raised doubt about the company's
ability to continue as a going concern.
Recent Developments, page 8
Please file the following agreements as exhibits to this registration statement or
explain why you are not required to do so:
•Memorandum of Understanding with Drops Smart Hubs;
Memorandum of Understanding between Dynamic Deliveries and Noon •2.

September 16, 2025
Page 2
Fulfillment; and
•Financial advisor agreement with A.G.P./Alliance Global Partners.
Business
Market Opportunity, page 54
3.We note references to a report by Mordor Intelligence. Please advise whether you
commissioned the report by Mordor Intelligence and if so, please revise to file a
consent as required by Rule 436 of the Securities Act.
Properties, page 62
4.Please disclose whether you own or lease your headquarters and aerospace assembly
facility. Refer to Item 102 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operation
Results of Operations, page 63
5.Considering the significance of the acquired businesses to your results of operations,
tell us how you considered also including a discussion of your results of operations
based upon pro forma information of the combined entities.
Liquidity and Capital Resources, page 65
6.Please revise to disclose the amount of minimum funding necessary to meet
your operating needs for at least the next 12 months, as well as the minimum number
of months that you will be able to conduct your planned operations using
currently available capital resources. Refer to Item 303(b)(1) of Regulation S-K.
Executive Compensation, page 72
7.Please revise to include the executive compensation for each of the named executive
officers for the last two completed fiscal years. See Item 402 of Regulation S-K.
Management
Compensation of Directors, page 73
8.We note the references in this section to employment agreements with your named
executive officers. Please file these agreements as exhibits or advise. Refer to Item
601(b)(10) of Regulation S-K.
Certain Relationships and Related Transactions, page 76
9.We note that as of June 30, 2025, the Company owed $60,523 to the Chief Executive
Officer, Kent Wilson, and $43,980 to its Chief Operating Officer, Jeffrey Hail. Please
disclose these transactions in this section or advise.  Refer to Item 404(d) of
Regulation S-K.

September 16, 2025
Page 3
Financial Statements for the Six Months Ended June 30, 2025
Notes to the Financial Statements
Note 4 - Business Combinations, page F-21
10.It appears that the Share Purchase Agreement, described on page F-13, and the Asset
Purchase Agreements were entered into around the same time and in contemplation of
each other. Tell us how you considered all the factors in ASC 805-10-55-12 and 55-13
in determining that BrooQLy Inc. is the accounting acquirer with respect to these
acquisitions.   Please ensure you address the following in your response:

•How you considered that the former shareholders of BrooQLy Inc. do not have
any ownership interest in the post combination company.

•How you considered that the members of Aerospace Capital Partners, LLC (ACP)
(the controlling shareholder of the post combination company) were shareholders
of Alpine 4 Holdings, Inc., (the owner of the acquired businesses).

•How you considered that the senior management of the post combination
company are former executives of Alpine 4 Holdings, Inc.
11.Your disclosures indicate that the fair value of your common stock issued in
connection with the acquisitions was determined based on the closing price on the
transaction date of April 1, 2025. Clarify if there was a quoted market for your shares
and whether they were actively traded on an exchange as of the transaction date.
Clarify how you consider the closing price to be a reasonable fair value of your
shares.
12.With respect to the Vayu APU, the sum of the fair value of the identifiable assets
acquired and liabilities assumed ($1,079,879) and the goodwill recognized
($1,984,288) does not agree to the fair value of the consideration paid ($2,974,167).
Please revise your disclosures to explain the difference.
Unaudited Pro Forma Consolidated Financial Information, page F-58
13.Please revise your pro forma financial information to include the most recent annual
and year-to-date interim periods consistent with periods presented for BrooQly. Please
note that a pro forma balance sheet is not required since the transaction is already
reflected in your balance sheet. Refer to Rule 11-02(c) of Regulation S-X,
Unaudited Pro Forma Statement of Operations or the Year Ended December 31, 2024, page
F-61
14.Please clarify why you have not reflected amortization expense related to the acquired
intangible assets in your pro forma statement of operations, assuming the acquisition
had occurred on January 1, 2024. The same comment applies to your Pro Forma
Statement of Operations for the Three Months Ended March 31, 2025. Refer to Rule
11-02(a)(6)(i)(B) of Regulation S-X. In addition, in tabular form, show how the
purchase price was allocated separately for each acquisition. Describe in detail all
intangibles acquired including providing estimated useful lives.

September 16, 2025
Page 4
15.The total of the BrooQly, Inc. net loss and the Combined Entities net loss does not
agree to the Pro Forma Consolidated Net Loss. Please revise.
Signatures, page II-7
16.Your registration statement must be signed by your chief financial officer and your
chief accounting officer or controller. Please refer to Instruction 1 to the Signatures
section of Form S-1. To the extent an individual performs more than one role, please
indicate so in the titles by their respective signature.
General
17.Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters.
Please contact Matthew Crispino at 202-551-3456 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Park Lloyd

CORRESP
1
filename1.htm

brooqly_corresp.htmbrooqLy, Inc.

 10101 S. Roberts Road

 Suite 209

 Palos Hills, Illinois 60465

 February 8, 2022

 CORRESPONDENCE FILED ON EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Attn: Matthew Crispino, Staff Attorney:

    Re:

   brooqLy, Inc.,

 Registration Statement filed on Form S-1 Originally filed on December 22, 2021

 File No. 333-261835

 Dear Sir or Madam:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, brooqLy, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-261835) filed originally on December 22, 2021 and Amendment Number 1 filed on January 24, 2022 (the “Registration Statement”), so that it may become effective at 4:30 p.m. Eastern Daylight Time on February 10, 2022, or as soon as practicable thereafter.

 The Registrant hereby acknowledges that:

 (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

 (iii) the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 We also respectfully request that the Commission provide  the effective time and date of such Registration Statement  to our legal counsel, Frederick M. Lehrer of Frederick M. Lehrer, P. A., at flehrer@securitiesattorney1.com or (561) 706-7646.

 Sincerely yours,

    /s/ Panagiotis N. Lazaretos

   Panagiotis N. Lazaretos,  Chief Executive Officer

CORRESP
1
filename1.htm

wordproof.docbrooqLy, Inc.

 10101 S. Roberts Rod

 Suite 209

 Palos Hills, Illinois 60465

 Filed as SEC Correspondence

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 Washington, D. C. 20549

 Attn: Olivia Bobes, Staff Attorney/Matthew Crispino, Staff Attorney

 January 24, 2022

    Re:

   brooqLy, Inc.

   Registration Statement on Form S-1

   Originally Filed on December 21, 2021

   File No. 22, 2021

   SEC Comment Letter dated January 20, 2022

   Amendment Number 1 (filed on January 24, 2022)

 Dear Sir or Madam:

 Please find below our responses to the Commission’s January 20, 2022 Comment Letter regarding the above-referenced S-1.  brooqLy, Inc.  is referred to herein as the “Company”, “we”, or “us”.

 Form S-1 filed December 22, 2021

 Registration Statement Cover Page, page 1

 Response to Comment 1

 We have checked the box on the cover page to indicate that the Company is a small reporting company.

 Location at: Cover Page

 Prospectus Cover Page, page 3

 Response to Comment 2

 We have included the following disclosure in response to Comment 2:

 Our 3 officers/directors currently own 88.64% of our outstanding shares and have control over management decisions and voting control over all corporate actions requiring stockholder approval including the election of our board of directors; following this Offering by our Selling Shareholders, our 3 officers/directors will continue to have management and voting control of 88.64%.

 Location at page 3.

  1

 Cautionary Statements Regarding Forward Looking Statements, page 6

 Response to Comment 3

 We have deleted the reference to Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933.

 Implications of Being an Emerging Growth Company, page 9

 Response to Comment 4

 We have updated the Emerging Growth Company section to reflect the current revenue threshold of $1.07 billion.

 Location at page 9.

 Description of Business

 Industry Background, page 35

 Response to Comment 5

 We have clarified the following regarding food ordering as being a function of our Platform:

 “Our Current Product Offerings

 Our current product offerings are limited to beverage products.

 Our Future Product Offerings

 During the first quarter of 2023, we plan to expand our product offering to also include food products. There is minimal expense for our expansion of food products and there minimal modification required to our platform”.

 Location at page 35.

  2

 Exhibits

 Response to Comment 6

 We have filed the executed copies of Exhibits 10.1, 10.2, 10.3, and 10.4.

 General

 Response to Comment 7

 We have filed the auditor consent as Exhibit 23.1

 Response to Comment 8

 A member of the Company’s management sent the  written communication (to be provided supplementally to the SEC) to an institution that is an accredited investor, identified in the S-1 as “Aeon Group, Inc.”,  a Selling Shareholder.

 Additionally, please be advised that we disclosed the filing in our original filing and in Amendment Number 1:

 “Prior to this Offering, we offered and sold securities below. None of the issuances involved underwriters, underwriting discounts or commissions. We relied upon Sections 4(2) of the Securities Act, and Rule 506 of the Securities Act of 1933, as amended for the offer and sale of the securities. We believed these exemptions were available because:

   ·

   We are not a blank check company

   ·

   We filed a Form D, Notice of Sales, with the SEC

   ·

   Sales were not made by general solicitation or advertising

   ·

   All investors are Accredited Investors

   ·

   All certificates or book entries have restrictive legends

   ·

   Sales were made to persons with a pre-existing relationship to members of our management.”

 With the exception of Aeon Group, Inc.,  no  such Accredited Investors were Qualified Institutional Buyers or Accredited Investor Institutions.

 We hereby acknowledge the following: (a) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (b) the action of the Commission of the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and disclosure in the filing; and (c) the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws.

 Please contact our securities counsel, Frederick M. Lehrer, at (561) 706-7646 or flehrer@securitiesattorney1.com should you have any questions regarding Amendment Number 1.

 Sincerely yours,

    By:

   /s/ Panagiotis N. Lazaretos

   Panagiotis N. Lazaretos, Chief Executive Officer

  3

United States securities and exchange commission logo
January 20, 2022
Panagiotis N. Lazaretos
Chief Executive Officer
brooqLy, Inc.
10101 S. Roberts Road
Suite 209
Palos Hills, Illinois 60465
Re:brooqLy, Inc.
Registration Statement on Form S-1
Filed December 22, 2021
File No. 333-261835
Dear Mr. Lazaretos:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed December 22, 2021
Registration Statement Cover Page, page 1
1.Please check the box on the cover page to indicate that you are a smaller reporting
company, or advise.
Prospectus Cover Page, page 3
2.Please disclose prominently on the cover page that the Company is currently controlled by
its three officers.  Additionally, describe the voting power expected to be held by the three
officers following this offering.

 FirstName LastNamePanagiotis N. Lazaretos
 Comapany NamebrooqLy, Inc.
 January 20, 2022 Page 2
 FirstName LastName
Panagiotis N. Lazaretos
brooqLy, Inc.
January 20, 2022
Page 2
Cautionary Statements Regarding Forward-Looking Statements, page 6
3.Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act
of 1933 do not apply to initial public offerings. Accordingly, please revise to remove these
references.
Implications of Being an Emerging Growth Company, page 9
4.Please update this section to reflect that the current revenue threshold for an emerging
growth company is $1.07 billion. Refer to the definition of Emerging Growth Company in
Rule 405 under the Securities Act.
Description of Business
Industry Background, page 35
5.You disclose that your business offering is a unique combination of social networking
platforms and online food ordering platforms.  However, there appears to be no discussion
in the prospectus of how your food ordering platforms operate.  Please revise or advise.
Exhibits
6.Please file executed copies, rather than or in addition to the “Form of" versions, of
Exhibits 10.1, 10.2, 10.3, and 10.4.
7.Please file a consent from your auditor as an exhibit. Refer to Item 601(b)(23) of
Regulation S-K.
General
8.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNamePanagiotis N. Lazaretos
 Comapany NamebrooqLy, Inc.
 January 20, 2022 Page 3
 FirstName LastName
Panagiotis N. Lazaretos
brooqLy, Inc.
January 20, 2022
Page 3
            You may contact Melissa Walsh, Senior Staff Accountant, at (202) 551-3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Olivia Bobes, Staff
Attorney, at (202) 551-7361 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology