8-K
DYNAMIC AEROSPACE SYSTEMS Corp (BRQL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2025
| BrooQLy Inc. | |
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| (Exact name of registrant as specified in its charter) | |
| Nevada | 86-2265420 |
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| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| 10101 S. Robert Road, Suite 209 | **** |
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| Palos Hills, Illinois | 60465 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s Telephone Number, including area code: 718-705-8770
_____________________________________________________
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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 13(a) of the Exchange Act ☐
Item 1.01 Entry into a Material Definitive Agreement.
On May 6, 2025, Brooqly, Inc., doing business as Dynamic Aerospace Systems (“DAS”), entered into a Memorandum of Understanding (the “MOU”) with Drops Smart Hubs (“Drops”), a Greece-based developer of autonomous smart hub infrastructure for drone operations. The MOU sets forth a non-binding framework for a strategic collaboration between the parties aimed at advancing drone logistics technologies and infrastructure in Greece and select U.S. locations.
Under the MOU, Drops will serve as the exclusive supplier and distributor of DAS’s unmanned aerial vehicles to local UAV operators throughout Greece. DAS will provide training, integration support, and ongoing maintenance for its drone technologies. The companies will collaborate to integrate DAS’s autonomous delivery platform, Dynamic Deliveries, with Drops’ smart hub infrastructure. This includes operational planning for the use of Drops’ hubs as pick-up, drop-off, and service nodes for last-mile autonomous drone delivery.
The parties also intend to negotiate a mutually beneficial revenue-sharing model and collaborate on marketing initiatives to promote autonomous logistics solutions across Greece. A pilot program will be launched in Greece to assess the performance and scalability of this integrated platform. The MOU includes provisions regarding intellectual property ownership, exclusivity, compliance with aviation and data privacy laws, and shared performance metrics. The term of the MOU is one year, and either party may terminate with 60 days’ written notice.
A copy of the executed MOU is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 7.01 Regulation FD Disclosure.
On May 7, 2025, Drops issued a press release announcing the signing of the MOU with DAS. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information set forth in this Item 7.01 and in Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
Forward Looking Statement
This Current Report on Form 8-K and the exhibits furnished or filed herewith contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated benefits of the Memorandum of Understanding, the potential for commercial integration of drone technologies, the development of last-mile delivery networks, and the parties' future collaborative efforts. These forward-looking statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties that may cause actual results to differ materially from those described. Factors that may cause actual results to differ include, but are not limited to, the ability of the parties to finalize definitive agreements, operational and regulatory challenges, and changes in market conditions. The Company undertakes no obligation to update any forward-looking statements contained in this report, except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
| 10.1 | Memorandum of Understanding, dated May 6, 2025 by and between Dynamic Aerospace Systems and Drops Smart Hubs |
| 99.1 | Press Release on Memorandum of Understanding, dated May 7, 2025 by and between Drops Smart Hubs and Dynamic Aerospace Systems, released by Drops Smart Hubs |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BrooQly Inc., DBA Dynamic Aerospace Systems |
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| /s/ Kent Wilson |
| By: Kent Wilson |
| Title: CEO / Chairman of Board |
| Date: May 7, 2025 |
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brql_ex101.htm EXHIBIT 10.1
MEMORANDUM OF UNDERSTANDING (MOU)
Between Brooqly, Inc dba Dynamic Aerospace Systems and Drops Smart Hubs
Date: May 6th 2025
This Memorandum of Understanding (MOU) is entered into by and between Dynamic Aerospace Systems, a company specializing in unmanned aerial vehicle (UAV) manufacturing and autonomous delivery services, with its principal place of business at [Insert Address], and Drops Smart Hubs, a company operating a network of agnostic smart hub infrastructure for UAV operations, with its principal place of business at Lykourgou 235 C2 Athens 176 75 collectively referred to as the "Parties."
Purpose
The purpose of this MOU is to establish a framework for collaboration between Dynamic Aerospace Systems and Drops Smart Hubs to:
| · | Establish Drops Smart Hubs as the exclusive supplier of Dynamic Aerospace Systems’ drones to local UAV operators in Greece using the Drops Smart Hub systems. |
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| · | Incorporate Dynamic Deliveries’ autonomous delivery services into the Drops Smart Hub business model, utilizing Drops Smart Hub locations as nodes for last-mile delivery of goods. |
| · | Create a mutually beneficial revenue sharing model. |
This MOU outlines the mutual intentions and proposed terms of cooperation, subject to the execution of definitive agreements.
Background
| · | Dynamic Aerospace Systems designs, manufactures, and supplies advanced UAVs (drones) for various applications, including logistics and delivery. Its subsidiary, Dynamic Deliveries, provides autonomous delivery services using drones and other autonomous systems. |
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| · | Drops Smart Hubs operates a network of smart hubs designed to facilitate efficient logistics, package handling, and last-mile delivery solutions, leveraging advanced technology to streamline urban and regional distribution (based on the assumed business model from https://drops.eu/). |
The Parties recognize the potential for synergy by combining Dynamic Aerospace Systems’ drone technology and delivery expertise with Drops Smart Hubs’ infrastructure to enhance autonomous delivery capabilities and support local UAV companies in Greece.
Scope of Collaboration
1. Exclusive Drone Supply in Greece
Dynamic Aerospace Systems agrees to:
| · | Exclusive Supply Agreement: Appoint Drops Smart Hubs as the exclusive supplier of Dynamic Aerospace Systems’ drones to local UAV operators in Greece for use in logistics and delivery operations integrated with Drops Smart Hub systems. |
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| · | Training and Maintenance: Provide training programs for local UAV operators(via Drops Smart Hubs) on drone operation, maintenance, and safety protocols, as well as ongoing maintenance services or contracts. |
Drops Smart Hubs agrees to:
| · | Exclusive Distribution: Act as the sole distributor of Dynamic Aerospace Systems’ drones to local UAV companies in Greece. |
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| · | Market Development: Actively promote and market Dynamic Aerospace Systems’ drones to local UAV companies in Greece, highlighting their reliability and compatibility with Drops Smart Hub systems. |
| · | Platform Integration: Ensure that its smart hub systems support the integration of Dynamic Aerospace Systems’ drones, including data exchange for real-time tracking and hub coordination. |
| · | Compliance with Exclusivity: Refrain from distributing/sales of other UAV for use in Drops Smart Hub systems in Greece during the term of the exclusivity agreement. |
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2. Incorporation of Dynamic Deliveries Services
The Parties intend to integrate Dynamic Deliveries autonomous delivery services into the Drops Smart Hub business model as follows:
| · | Hub-Based Delivery Nodes: Utilize Drops Smart Hub locations as strategic nodes for Dynamic Deliveries’ autonomous drone operations, enabling pick-up, drop-off, and recharging/refueling of drones. |
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| · | Last-Mile Delivery: Dynamic Deliveries will deploy its drones to perform last-mile delivery of goods from Drops Smart Hubs to end customers, leveraging the hubs’ proximity to urban and regional areas. |
| · | Technology Integration: Dynamic Deliveries will integrate its autonomous delivery software with Drops Smart Hub systems to enable: |
| · | Real-time package tracking and delivery updates. |
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| · | Automated and NonAutomated handoff of packages between hub systems and drones. |
| · | Coordination of delivery schedules to optimize efficiency. |
| · | Revenue Sharing: The Parties will negotiate a revenue-sharing model for deliveries completed by Dynamic Deliveries through Drops Smart Hub locations, ensuring mutual benefit. |
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| · | Pilot Program: Launch a joint pilot program in Greece and Strother Field, KS USA to test the integration of Drops Smart Hub and Dynamic Deliveries’ services to evaluate performance and scalability. |
3. Mutual Responsibilities
| · | Compliance: Both Parties will ensure compliance with all relevant regulations, including Greek aviation laws, drone operation permits, data privacy (e.g., GDPR), and safety standards. |
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| · | Confidentiality: The Parties agree to protect confidential information shared during the collaboration, including proprietary technology, business strategies, and customer data, and will execute a separate Non-Disclosure Agreement (NDA) if necessary. |
| · | Joint Marketing: The Parties will collaborate on marketing initiatives in Greece to promote the partnership, including co-branded campaigns highlighting the benefits of autonomous delivery through Drops Smart Hubs using Dynamic Aerospace Systems’ drones. |
| · | Performance Metrics: The Parties will establish key performance indicators (KPIs) to evaluate the success of the collaboration, such as delivery success rates, drone uptime, customer satisfaction, and cost efficiencies. |
Proposed Terms
The following terms are subject to negotiation and inclusion in definitive agreements:
| · | Exclusivity Period: The exclusivity of Drops Smart Hubs as the drone supplier in Greece will apply for an initial term of 1 year, with options for renewal based on performance. |
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| · | Pricing and Costs: Dynamic Aerospace Systems will offer competitive pricing for drones supplied to Drops Smart Hubs for distribution in Greece, with discounts for exclusivity. Costs for Dynamic Deliveries’ services (e.g., per delivery or subscription- based) will be negotiated based on hub usage and delivery volume. |
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| · | Intellectual Property: Each Party retains ownership of its intellectual property. Any joint developments (e.g., integrated software solutions) will be subject to a separate agreement defining ownership and licensing. |
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| · | Liability: The Parties will define liability for drone operations, delivery failures, or hub- related issues in definitive agreements, including insurance requirements. |
| · | Term and Termination: The collaboration will initially operate for a term of 1 year, with options for renewal. Either Party may terminate the MOU with 60 days written notice if definitive agreements are not executed or if the collaboration does not meet expectations. |
Next Steps
To advance this collaboration, the Parties agree to:
| · | Conduct a joint feasibility study within 30 days to assess technical, operational, and regulatory requirements in Greece. |
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| · | Discuss pilot program details, including hub selection in Greece and drone specifications. |
| · | Draft definitive agreements, including exclusive supply contracts, service agreements, and revenue-sharing terms, within 90 days. |
| · | Identify and onboard initial local UAV company partners in Greece for drone supply within 120 days. |
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Signatures
By signing below, the Parties acknowledge their intent to pursue this collaboration in good faith.
| For Dynamic Aerospace Systems | |
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| Name: | Kent Wilson |
| Title: | CEO |
| Signature: | /s/ Kent Wilson |
| Date: May 6th, 2025 | |
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| Name: | Fragkiska Tsioutsiou |
| Title: | CEO |
| Signature: | /s/ Fragkiska Tsioutsiou |
| Date: May 6th, 2025 | |
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brql_ex991.htm EXHIBIT 99.1
Strategic Partnership: Drops Smart Hubs and Dynamic Aerospace Systems Collaborate to Enhance Drone Delivery in Greece
FOR IMMEDIATE RELEASE
Athens, Greece, May 7, 2025- It is with great enthusiasm that we announce the signing of a Memorandum of Understanding (MOU) between Drops Smart Hubs, a Greece-based innovator in autonomous aerial infrastructure, planning on operating a nationwide network of droneports delivering scalable, efficient, and sustainable drone services, and Brooqly, Inc. dba Dynamic Aerospace Systems (DAS), a US based publicly traded company, trading under the ticker symbol BRQL on the OTCMarkets. DAS is a manufacturer of unmanned aerial vehicles (UAVs) and innovative autonomous delivery services. This collaboration signifies a pivotal advancement in the realm of autonomous logistics across Europe, with Greece as our initial focus.
As part of this MOU, Drops Smart Hubs is poised to serve as the exclusive supplier and distributor of Dynamic Aerospace Systems' drone technologies to local UAV operators throughout Greece. By integrating our state-of-the-art smart hub infrastructure with advanced drone systems, these operators will significantly enhance their logistics capabilities.
In conjunction with this, Dynamic Aerospace Systems’ delivery division, Dynamic Deliveries, will conduct a feasibility study to assess incorporating its autonomous drone delivery platform within the Drops Smart Hub framework. This partnership aims to utilize our hub locations as critical operational nodes for pick-up, drop-off, and drone servicing, thereby enhancing the efficiency and automation of last-mile delivery across urban and regional areas.
“This partnership marks the perfect alignment of cutting-edge infrastructure and aerial innovation,” said Fragkiska Tsioutsiou, CEO of Drops Smart Hubs. “By integrating our smart hub network with Dynamic Aerospace’s proven UAV systems, we’re building a scalable, real-time ecosystem that seamlessly connects remote communities, empowers businesses, and sets a new standard for efficiency and environmental sustainability across Europe.”
This strategic agreement includes several important components:
| · | Exclusive distribution rights for Drops Smart Hubs in Greece |
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| · | Collaborative pilot programs planned for implementation in Greece. |
| · | Integration of technologies between Drops' smart hubs and Dynamic Deliveries' autonomous systems |
| · | A shared revenue model for drone-based deliveries |
Kent Wilson, CEO of Dynamic Aerospace Systems had this to say, “Dynamic Aerospace Systems is eager to partner with Drops Smart Hubs and introduce our UAV and autonomous delivery technology to this promising new market. The Autonomous Logistics Committee of DAS, will be advising on this promising new initiative. Together, we are striving to establish a new benchmark for logistics making it faster, cleaner, and smarter for all stakeholders.”
This MOU lays the groundwork for future formal agreements that will explore the operational, financial, and intellectual property aspects in greater detail, thereby fostering remarkable advancements within the sector.
About Drops Smart Hubs
Drops is dedicated to delivering a network of autonomous, model-agnostic “droneports” that serve as fully equipped operational hubs—supporting diverse drone take-offs, landings, charging, and remote management—while leveraging IoT and AI for uninterrupted operations and real-time coordination, empowering businesses with accessible, efficient, automated, and sustainable drone services.
www.drops.eu
About Dynamic Aerospace Systems
Dynamic Aerospace Systems, along with its subsidiaries such as Dynamic Deliveries, specializes in the design and manufacturing of UAVs, providing innovative autonomous logistics solutions. Their mission is to revolutionize global delivery networks through advanced technology and aerospace engineering.
www.dynamicaerosystems.com Email: IR@dynamicaerosystems.com
For Media Inquiries, Contact:
hello@drops.eu
Safe Harbor Statement
The press release may include certain statements that are not descriptions of historical facts but are forward looking statements. These forward-looking statements may include the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking terminology such as “may,” “expects,” “believes,” “anticipates,” “intends,” “projects,” or similar terms, variations of such terms or the negative of such terms. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. Such information is based upon various assumptions made by, and expectations of, our management that were reasonable when made but may prove to be incorrect. All of such assumptions are inherently subject to significant economic and competitive uncertainties and contingencies beyond our control and upon assumptions with respect to the future business decisions which are subject to change. Accordingly, there can be no assurance that actual results will meet expectations and actual results may vary (perhaps materially) from certain of the results anticipated herein. No information in this press release should be construed in any way whatsoever as an indication of the Company’s future revenues, results of operations, or revenues.
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