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After having made a first required payment of $12,500, because we did not make the second payment of $12,500 as a result of the Company’s inability to pay, the broker-dealer has paused in their efforts to procure investors until such time when the second payment is 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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

FORM S-1

REGISTRATION STATEMENT ~~UNDER THE SECURITIES ACT OF 1933~~

~~brooqLy, Inc. (Exact name of Registrant as specified in its charter)~~UNDER

Nevada	7389	862265420
Incorporation	(Primary Standard Industrial	(I.R.S. Employer
or organization)	Classification Code Number)	Identification Number)

THE SECURITIES ACT OF 1933

~~Registered~~BrooQLy ~~Agents,~~ Inc. (Exact name of registrant as specified in its charter)

401 Ryland Street

Nevada

7389

86-2265420

(State or other jurisdiction

of incorporation or organization)

(Primary Standard

Industrial Classification Code Number)

(I.R.S. Employer Identification

Number)

~~Suite~~3753 ~~200-A~~Plaza Dr,

~~Reno~~Ann Arbor, ~~Nevada~~MI ~~89502~~ 48108

~~775 701~~718-~~6800~~ 705-8770

(~~Name~~Address, ~~address~~Including Zip Code, and ~~telephone~~Telephone ~~number~~Number, Including Area Code, of ~~agent~~Registrant’s ~~for~~Principal ~~service~~Executive Offices)

~~brooqLy,~~Kent ~~Inc.~~ Wilson

~~10101~~BrooQLy SInc. ~~Roberts Road~~

~~Suite~~3753 ~~209~~Plaza Dr,

~~Palos~~Ann ~~Hills~~Arbor, ~~Illinois~~MI ~~60465~~48108

~~224 789~~718-~~6673~~705-8770

(Address, Including Zip Code, and Telephone Number, ofIncluding ~~Registrant’s~~Area ~~PrincipalExecutive~~Code, ~~Offices~~of ~~and~~Agent ~~Principal~~for ~~Place of Business~~Service)

~~Communication~~ Copies to:

~~Frederick~~C. MParkinson Lloyd, Esq. ~~Lehrer~~Kirton McConkie, P.AC. 50 East South Temple Street, Suite 400 Salt Lake City, UT 84111 (801) 328-3600

~~Frederick~~Approximate M.date ~~Lehrer,~~of ~~Esq~~commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective.

~~Attorney~~If ~~and~~any ~~Counselor~~of atthe ~~Law~~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. ☒

~~2108~~If ~~Emil~~this ~~Jahna~~Form ~~Road~~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. ☐

~~Clermont~~If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, ~~Florida~~check ~~34711~~the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~flehrer@securitiesattorney1~~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.~~com~~ ☐

~~(561)~~Indicate ~~706~~by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-~~7646~~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.

~~Approximate~~Large ~~date~~accelerated offiler ~~proposed~~☐ ~~sale~~Accelerated tofiler ~~the~~☐ ~~public:~~Non-accelerated Asfiler ~~soon~~☒ asSmaller ~~practicable~~reporting ~~and~~company ~~from~~☒ ~~time~~Emerging toGrowth ~~time~~Company ~~after the effective date of this Registration Statement.~~☒

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, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ (Do not check if a smaller reporting company) 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 7(a)(2)(B) of the Securities Act. ☐

WeThe ~~are~~Registrant anhereby ~~“emerging~~amends ~~growth~~this ~~company”~~Registration ~~and~~Statement aon ~~“smaller~~such ~~reporting~~date ~~company”~~or ~~under~~dates ~~applicable~~as ~~federal~~may ~~securities~~be ~~laws~~necessary ~~and~~to ~~will~~delay beits ~~subject~~effective todate ~~reduced~~until ~~public~~the ~~company~~Registrant ~~reporting~~shall ~~requirements.~~file ~~Investing~~a infurther ~~our~~amendment ~~securities~~which ~~involves~~specifically astates ~~high~~that ~~degree~~this ofRegistration ~~risk.~~Statement ~~See~~shall thereafter become effective in accordance with Section 8(a) of the ~~section~~Securities Act of ~~this~~1933 ~~prospectus~~or ~~entitled~~until ~~“Risk~~this ~~Factors”~~Registration ~~herein~~Statement ~~for~~shall abecome ~~discussion~~effective ofon ~~information~~such ~~that~~date ~~should~~as bethe ~~considered~~Commission inacting ~~connection~~pursuant ~~with~~to ansaid ~~investment~~Section in8(a) ~~our~~may ~~securities~~determine.

~~CALCULATION~~The OFinformation ~~REGISTRATION~~in ~~FEE~~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.

Title of each class of securities to be Registered	Amount to be Registered			Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $0.001 par value		2,464,982	(1)(2)	$	0.20	(3)(4)	$	492996.40	$	45.70
Total				$					$	45.70

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED August ___, 2025

~~__________~~52,530,000 shares of common stock

1)BrooQLy ~~Represents 2,464,982 shares of our Common Stock being registered for resale on behalf of the Selling Stockholders~~Inc. Includes an indeterminable number of additional shares of Common Stock; pursuant to Rule 416(a) under the Securities Act. 2) Until such time as our common stock shares are quoted on the OTC Bulletin Board, our shareholders will sell their shares at the price of $0.20 per share. 3) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) of the Securities Act. 4) In accordance with Rule 416(a) This Registration Statement shall also cover an indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends or similar transactions.

~~The~~This ~~Registrant~~prospectus ~~hereby~~relates ~~may~~to ~~amend~~(1) the resale by certain selling stockholders identified in this ~~registration~~prospectus ~~statement~~or ontheir ~~such~~permitted ~~date~~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 ~~dates~~“we” asor “our”) consisting of (i) up to 15,000,000 shares of our common stock which may be ~~necessary~~issued in connection with the conversion of one or more Secured Convertible Promissory Notes (the “Notes”) issued or to ~~delay~~be ~~its~~pursuant ~~effective~~to ~~date~~a ~~until~~securities purchase agreement, dated as of July 3, 2025 (the ~~Registrant~~“Note ~~shall~~Purchase ~~file~~Agreement”), with Platinum Point Capital, LLC (“Platinum Point Capital”); (ii) 330,000 shares underlying a ~~further~~warrant ~~amendment~~to ~~which~~purchase ~~specifically~~additional ~~states~~shares ~~that~~of ~~this~~our ~~registration~~common ~~statement~~stock ~~shall~~(the ~~thereafter~~“Warrant”) ~~become~~issued ~~effective~~to Platinum in ~~accordance~~connection with ~~Section~~the 8Note Purchase Agreement; (aiii) up to 25,000,000 shares of our common stock (the ~~Securities~~“Advance ~~Act~~Shares”) issuable in connection with an equity purchase agreement dated as of ~~1933~~July 31, as2025 ~~amended~~(the “Equity Purchase Agreement”), orwith ~~until~~Platinum; ~~the~~(iv) ~~registration~~up ~~statement~~to ~~shall~~600,000 ~~become~~shares ~~effective~~identified onin ~~such~~the ~~date~~Equity Purchase Agreement as Commitment Shares (the ~~Commission~~“Commitment Shares”); (v) up to 1,600,000 ~~acting~~shares ~~pursuant~~underlying warrants issued to ~~such~~A.G.P./Alliance ~~Section~~Global 8Partners; and (avi) 10,000,000 ~~may~~shares ~~determine~~of our common stock issued to certain of the Selling Stockholders,.

~~The~~Advance ~~information~~Shares inissuable ~~this~~under ~~prospectus~~the isEquity ~~not~~Purchase ~~complete~~Agreement, if and ~~may~~when bethey ~~changed~~are ~~without~~sold ~~notice.~~pursuant ~~The~~to ~~Selling~~the ~~Security~~terms ~~Holders~~of ~~may~~the ~~not~~Equity ~~sell~~Purchase ~~these~~Agreement, ~~securities~~will ~~until~~be ~~the~~sold ~~registration~~at ~~statement~~a ~~filed~~per ~~with~~share price equal to 90% of the ~~Securities~~gross ~~and~~proceeds ~~Exchange~~received ~~Commission~~by isthe ~~effective.~~Investor ~~This~~for ~~prospectus~~the isresale ~~not~~of ansuch ~~offer~~Advance toShares ~~sell~~during ~~these~~the ~~securities~~applicable valuation period, ~~and~~which ~~neither~~consists of the ~~Registrant~~three ~~nor~~consecutive ~~the~~Trading ~~Selling~~Days ~~Security~~immediately ~~Holders~~following ~~are~~the ~~soliciting~~applicable ~~offers~~Advance Date, subject to ~~buy~~certain ~~these~~conditions ~~securities,~~and inexceptions. ~~any~~See ~~state~~“Platinum ~~where~~Point ~~the~~Capital ~~offer~~Equity orPurchase Agreement” for more detail regarding the sale of ~~these~~shares ~~securities~~under isthe ~~not~~Equity ~~permitted~~Purchase Agreement.

-We 2are -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.

~~PRELIMINARY~~Platinum ~~PROSPECTUS~~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 .

~~SUBJECT~~We TOmay ~~COMPLETION~~amend ONor ~~DECEMBER~~supplement ~~22,~~this ~~2021~~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.

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

2We are an emerging growth company as that term is defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and,~~464~~ as such,~~982~~ ~~SHARES~~have OFelected ~~COMMON~~to ~~STOCK~~take advantage of certain reduced public company reporting requirements for this prospectus and future filings.

~~Selling~~The ~~shareholders~~securities ~~are~~offered ~~offering~~in upthis toprospectus ~~2,464,982 shares~~involve ofa ~~common~~high ~~stock.~~degree ~~The~~of ~~selling~~risk. ~~shareholders~~Before ~~will~~deciding ~~offer~~whether ~~their~~to ~~shares~~invest atin ~~$0.20 per share until~~ our ~~shares~~securities, ~~are~~you ~~quoted~~should oncarefully consider the ~~OTC~~risks ~~Bulletin Board~~ and, ~~assuming~~uncertainties weunder ~~secure~~the ~~this~~heading ~~qualification,~~“Risk ~~thereafter~~Factors” atbeginning ~~prevailing~~on ~~market prices or privately negotiated prices.~~page We17 ~~will not receive proceeds from the sale~~ of ~~shares~~this ~~by the selling shareholders~~prospectus.

~~There~~Neither ~~are~~the noU.S. ~~underwriting~~Securities ~~commissions~~and ~~involved~~Exchange inCommission ~~this~~nor ~~offering.~~any Westate ~~have~~securities ~~agreed~~commission tohas ~~pay~~approved ~~all~~or disapproved of these securities or passed upon the ~~costs~~adequacy or accuracy of this ~~offering~~prospectus. ~~Selling~~Any ~~shareholders~~representation ~~will~~to ~~pay~~the nocontrary ~~offering~~is ~~expenses~~a criminal offense.

~~Prior~~We towill ~~this~~pay ~~offering,~~the ~~there~~expenses ~~has~~incurred ~~been~~in noregistering ~~market~~the ~~for~~shares ~~our~~of ~~securities. Our~~ common stock isto ~~not~~which ~~now~~this ~~listed~~prospectus onrelates, ~~any~~including ~~national~~legal ~~securities exchange or the NASDAQ stock market~~ and isaccounting ~~not eligible to trade on the OTC Bulletin Board~~fees. ~~There~~Please issee no“Plan ~~guarantee~~of ~~that~~Distribution” ~~our securities will ever trade~~ on ~~the~~page ~~OTC Bulletin Board or quotation medium or on any listed exchange~~.

WeThe ~~are~~date ~~an “emerging growth company” as defined in the Jumpstart Our Business Startups Act~~ of ~~2012~~this ~~(“JOBS~~prospectus ~~Act”)~~is ~~and~~___________, ~~will therefore be subject to reduced public company reporting requirements~~2025.

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

This Offering is highly speculative, and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. See “Risk Factors” beginning on page 13.

		Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		4
PROSPECTUS SUMMARY		6
RISK FACTORS		17
USE OF PROCEEDS		50
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		51
BUSINESS		52
PROPERTIES		62
LEGAL PROCEEDINGS		62
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION		63
MANAGEMENT		66
EXECUTIVE COMPENSATION		72
BENEFICIAL OWNERSHIP OF SECURITIES		74
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		76
DESCRIPTION OF SECURITIES		76
PLATINUM POINT CAPITAL PURCHASE AGREEMENT
SELLING STOCKHOLDERS		83
PLAN OF DISTRIBUTION		90
LEGAL MATTERS		92
EXPERTS		92
WHERE YOU CAN FIND MORE INFORMATION		92
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		92
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

~~The date of this Prospectus is December 22, 2021.~~2

-Please 3read -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.

~~Table~~The information contained in this prospectus is accurate only as of ~~Contents~~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.

~~The~~We ~~following~~further ~~table~~note that the representations, warranties and covenants made by us in any document that is filed as an exhibit to the registration statement of ~~contents~~which ~~has~~this ~~been~~prospectus ~~designed~~is a part were made solely for the benefit of the parties to ~~help~~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. ~~find~~Moreover, ~~information~~such ~~contained~~representations, inwarranties ~~this~~or ~~prospectus~~covenants were accurate only as of the date when made. WeAccordingly, ~~encourage~~such ~~you~~representations, towarranties ~~read~~and covenants should not be relied on as accurately representing the ~~entire~~current ~~prospectus~~state of our affairs.

Cautionary Statement Regarding Forward Looking Statements		6
Prospectus Summary		7
The Offering		12
Risk Factors		13
Use of Proceeds		30
Determination of Offering Price		30
Dilution		30
Selling Stockholders		30
Description of Securities		32
Market for our Securities and Related Shareholder Matters		32
Description of Business		34
Management Discussion and Analysis of Financial Condition and Result of Operations		39
Directors, Executive Officers and Corporate Governance		40
Executive Compensation		44
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		45
Certain Relationships and Related Transactions		45
Plan of Distribution		46
Legal Proceedings		47
Interests of Named Experts and Counsel		47
Disclosure of Commission Position on Indemnification for Securities Liabilities		48
Additional Information		48
Report of Independent Registered Public Accounting Firm		49
Index to Financial Statement		F-1
Financial Statements		F-2
Prospectus		50
Recent Sales of Unregistered Securities		51
Exhibits		52
Undertakings		53
Signatures		54

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 4prospectus -contains ~~Table~~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 ~~Contents~~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.

~~Please~~To ~~read~~the ~~this~~extent ~~Prospectus~~there ~~carefully~~is ~~and~~a inconflict ~~its~~between ~~entirety.~~the ~~This~~information ~~Prospectus~~contained ~~contains~~in ~~disclosure~~this ~~regarding~~prospectus, ~~our~~on ~~business~~the one hand, ~~our~~and ~~financial~~the ~~condition~~information ~~and~~contained ~~results~~in ofany ~~operations~~document ~~and~~incorporated ~~risk~~by ~~factors~~reference ~~related~~filed towith ~~our~~the ~~business~~U.S. Securities and ~~our~~Exchange ~~Common~~Commission ~~Stock~~(the “SEC”) before the date of this prospectus, ~~among~~on the other ~~material~~hand, ~~disclosure~~you ~~items.~~should Werely ~~have~~on ~~prepared~~the information in this ~~Prospectus~~prospectus. soIf ~~that~~any ~~you~~statement ~~will~~in ~~have~~a document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date, the ~~information~~statement ~~necessary~~in tothe ~~make~~document anhaving ~~informed~~the ~~investment~~later ~~decision~~date modifies or supersedes the earlier statement.

~~You~~3 ~~should~~Table rely only on information contained in this Prospectus. We have not authorized any other person to provide you with different information. This Prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The Selling Stockholder may not sell the securities listed in this Prospectus until the Registration Statement filed with the Securities and Exchange Commission is effective. The information in this Prospectus is complete and accurate as of ~~the date on the front cover, but the information may have changed since that date.~~Contents

~~The~~SPECIAL ~~Registration~~NOTE ~~Statement~~REGARDING ~~containing~~FORWARD-LOOKING this Prospectus, including the exhibits to the Registration Statement, provides additional information about us and our Common Stock offered under this Prospectus. The Registration Statement, including the exhibits and the documents incorporated herein by reference, can be read on the Securities and Exchange Commission website or at the Securities and Exchange Commission offices mentioned under the heading “Where You Can Find More Information.”STATEMENTS

This prospectus contains forward-looking 5statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking ~~Table~~statements. ofForward-looking ~~Contents~~statements include, but are not limited to, statements about:

~~CAUTIONARY~~· ~~STATEMENT~~history ~~REGARDING~~of ~~FORWARD~~operating losses, our ability to develop and implement our business strategies and grow our business: · the success, progress, timing and costs of our efforts to evaluate or consummate various strategic acquisitions, collaborations, and other alternatives if in the best interests of our stockholders; · our ability to timely source adequate supply of our development products from third-~~LOOKING~~party ~~STATEMENTS~~manufacturers on which we depend; · the potential, if any, for future development of any of our present or future products; · our ability to identify and develop additional uses for our products; · our ability to attain market exclusivity and/or to protect our intellectual property and to operate our business without infringing on the intellectual property rights of others; · the ability of our Board of Directors to influence control over all matters put to a vote of our stockholders, including elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction; and · the accuracy of our estimates regarding expenses, future revenues, capital requirements and needs for additional financing.

~~This~~In ~~prospectus~~some ~~contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933~~cases, asyou ~~amended~~can ~~(the~~identify ~~“Securities~~these ~~Act”),~~statements ~~and~~by ~~Section~~terms ~~21E~~such ~~of the Securities Exchange Act of 1934,~~ as ~~amended (the~~ “~~Exchange Act”), that are intended to qualify for the “safe harbor” created by those sections. The words “~~anticipate,” “believe,” “could,” “estimate,” “~~expect~~expects,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “~~target,” “~~will,” “would” or the negative of those terms, and similar expressions ~~are~~that ~~intended~~convey touncertainty ~~identify~~of ~~forward-looking~~future ~~statements,~~events ~~although~~or ~~not~~outcomes. ~~all~~These forward-looking statements ~~contain~~reflect ~~these~~our ~~identifying~~management’s ~~words.~~beliefs ~~All~~and ~~statements~~views ~~other~~with ~~than~~respect ~~statements~~to offuture ~~historical~~events ~~facts~~and ~~contained~~are inbased ~~this~~on ~~prospectus,~~estimates ~~including~~and ~~among~~assumptions ~~others,~~as ~~the~~of ~~uncertainties associated with~~ the ~~ongoing~~date ~~COVID-19~~of ~~pandemic,~~this ~~including,~~prospectus ~~but~~and ~~not~~are ~~limited~~subject to ~~uncertainties~~risks ~~surrounding~~and ~~the~~uncertainties. ~~duration~~In ofaddition, ~~the~~statements ~~pandemic,~~that ~~government~~“we ~~orders~~believe” and ~~travel~~similar ~~restrictions,~~statements ~~and~~reflect ~~the~~our ~~effect~~beliefs and opinions on the ~~global~~relevant ~~economy~~subject. ~~and~~In ~~consumer spending~~particular, forward-looking statements ~~regarding~~include, ~~our~~but ~~strategy,~~are ~~future~~not ~~operations~~limited to, ~~future~~any ~~financial~~statements ~~position,~~that ~~future~~are ~~revenue,~~not ~~projected~~statements ~~costs,~~of ~~prospects,~~current ~~opportunities,~~or ~~plans~~historical facts, ~~objectives~~such ofas ~~management~~statements ,relating ~~competitive~~to ~~advantages,~~our ~~and~~expectations ~~expected~~for ~~market~~the ~~growth~~development, ~~are~~manufacturing, ~~forward-looking~~regulatory ~~statements.~~approval, ~~Our~~and ~~actual~~commercialization ~~results~~of our products and services, the ~~timing~~accuracy of ~~certain~~our ~~events~~estimates ~~may~~regarding ~~differ~~expenses, ~~materially~~future ~~from~~revenues ~~those~~and ~~expressed~~capital orrequirements, ~~implied~~our inability ~~such~~to ~~forward-looking~~execute ~~statements~~our ~~due~~plans toand athe ~~variety~~timing and costs of ~~factors~~these ~~and~~development ~~risks~~programs, ~~including,~~and ~~but~~estimates ~~not~~of ~~limited~~the ~~to,~~sufficiency ~~those~~of ~~set~~our ~~forth~~existing ~~under~~capital ~~“Risk~~resources ~~Factors,”~~combined ~~those~~with ~~set~~future ~~forth~~anticipated ~~from~~cash ~~time~~flows to ~~time~~finance in our ~~other~~operating ~~filings with the SEC~~requirements.

~~Although~~Any ~~the~~ forward-looking statements ~~contained~~ in this ~~registration~~prospectus ~~statement~~reflect ~~and~~our ~~the~~current ~~prospectus~~views ~~forming~~with arespect ~~part~~to ~~thereof~~future ~~are~~events ~~based~~or ~~upon~~to ~~what~~our ~~management~~future ~~believes~~financial toperformance beand ~~reasonable~~involve ~~assumptions~~known and ~~there~~unknown isrisks, nouncertainties ~~assurance~~and other factors that may cause our actual results, ~~will~~performance or achievements to be ~~consistent~~materially ~~with~~different ~~these~~from ~~forward-looking~~any ~~statements.~~future ~~These~~results, ~~forward-looking~~performance ~~statements~~or ~~are~~achievements ~~made~~expressed asor ofimplied ~~the~~by ~~date~~these offorward-looking ~~the~~statements. ~~registration~~Given ~~statement~~these uncertainties, ~~this~~you ~~prospectus~~should ornot asplace ofundue ~~the~~reliance ~~date~~on ~~specified~~these inforward-looking ~~the~~statements. ~~documents~~All ~~incorporated~~forward-looking bystatements ~~reference~~included ~~therein~~herein orspeak ~~herein,~~only as of the ~~case~~date ~~may~~of bethis prospectus. ~~The~~All subsequent written and oral forward-looking statements ~~involve~~attributable ~~known~~to ~~and unknown risks~~us, ~~uncertainties~~or ~~and~~persons ~~other~~acting ~~important~~on ~~factors~~our ~~that~~behalf, ~~may~~are ~~cause~~expressly ~~our~~qualified ~~actual~~in ~~results,~~their ~~performance~~entirety orby ~~achievements~~the tocautionary bestatements ~~materially~~above. ~~different~~Except ~~from~~as ~~any~~required ~~future~~by ~~results~~law, ~~performance~~we orexpressly ~~achievements~~disclaim ~~expressed~~any orobligation ~~implied~~to byupdate ~~the~~or revise these forward-looking statements. ~~You~~for ~~should~~any ~~not~~reason, ~~rely~~even ~~upon~~if ~~forward-looking~~new ~~statements~~information asbecomes ~~predictions~~available ofin ~~future~~the ~~events~~future.

~~The~~4 ~~forward-looking~~Table ~~statements in this prospectus represent our views as~~ of the date of this prospectus. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as the result of new information, future events or otherwise, except as required by law.Contents

~~Industry~~ABOUT ~~and~~THIS ~~Market Data~~PROSPECTUS

The registration statement ~~and~~of which this prospectus ~~forming~~forms a part ~~thereof,~~that ~~and~~we ~~the~~have ~~documents~~filed ~~incorporated~~with bythe ~~reference~~Securities ~~herein~~and Exchange Commission, or ~~therein~~SEC, asincludes exhibits that provide more detail of the ~~case~~matters ~~may~~discussed ~~be,~~in ~~contain~~this ~~estimates~~prospectus. ~~made,~~You should read this prospectus and ~~other~~the ~~statistical~~related ~~data~~exhibits ~~published~~filed with the SEC, bytogether ~~independent~~with ~~parties~~the ~~and~~additional byinformation usdescribed ~~relating~~under tothe ~~market~~heading ~~size~~“Where ~~and~~You ~~growth~~Can ~~and~~Find ~~other~~More ~~data~~Information” ~~about~~before ~~our~~making ~~industry~~your investment decision.

~~This~~You ~~data~~should ~~involves~~rely aonly ~~number~~on ~~of assumptions and limitations and contains projections and estimates of~~ the ~~future~~information ~~performance~~provided ~~of the industries~~ in ~~which~~this weprospectus ~~operate~~or ~~that~~in ~~are inherently subject to~~ a ~~high~~prospectus ~~degree~~supplement ofor ~~uncertainty~~any ~~and~~free ~~actual~~writing ~~events~~prospectuses or ~~circumstances~~amendments ~~may~~thereto. ~~differ~~Neither ~~materially~~we, ~~from~~nor ~~events~~the ~~and~~Selling ~~circumstances~~Stockholders, ~~reflected~~have inauthorized ~~this~~anyone ~~information. We~~else ~~caution you not~~ to ~~give~~provide ~~undue~~you ~~weight~~with todifferent ~~such~~information. ~~projections,~~If ~~assumptions~~anyone ~~and~~provides ~~estimates.~~you ~~While~~with wedifferent ~~believe~~or ~~that~~inconsistent ~~these publications~~information, ~~studies~~you ~~and~~should ~~surveys~~not ~~are~~rely ~~reliable,~~on weit. ~~have~~You ~~not~~should ~~independently~~assume ~~verified~~that the ~~data~~information ~~contained~~ in ~~them.~~this Inprospectus ~~addition,~~is ~~while~~accurate weonly ~~believe~~as ~~that~~of the ~~results~~date ~~and~~hereof. ~~estimates~~Our ~~from~~business, ~~our~~financial ~~internal research are reliable~~condition, ~~such~~ results ~~and~~of ~~estimates~~operations ~~have~~and ~~not~~prospects ~~been~~may ~~verified~~have bychanged ~~any~~since ~~independent~~that ~~source~~date.

-Neither 6we -nor ~~Table~~the Selling Stockholders are offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer or sale is not permitted. We have not done anything that would permit this offering or possession or distribution of ~~Contents~~this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities as to distribution of the prospectus outside of the United States.

BASIS OF PRESENTATION

As used in this prospectus, unless the context otherwise requires, the terms "BrooQLy," “BRQL,” "Company," "we," "us," or "our" refer to BrooQLy Inc.

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our fiscal year ends on December 31 of each year. References to fiscal 2023 and 2024 are references to the years ended December 31, 2023 and 2024, respectively. Our most recent fiscal year ended on December 31, 2024.

Our unaudited interim condensed consolidated financial statements as of March 31, 2025, and for the three-month periods ended March 31, 2025 and 2024 have been prepared in accordance with GAAP for interim financial information. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of such interim results. The condensed consolidated balance sheet as of December 31, 2024, has been derived from the audited consolidated financial statements as of that date, but do not include all of the information and footnotes required by GAAP for complete financial statements as of an annual date.

Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

Table of Contents

PROSPECTUS SUMMARY

~~You~~The ~~should~~following ~~carefully~~summary ~~read~~highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should read the entire prospectus carefully, ~~including~~especially the ~~financial~~sections ~~statements~~titled “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” and ~~their~~“Management’s ~~explanatory~~Discussion ~~notes~~and ~~under~~Analysis ~~the~~of Financial ~~Statements~~Condition ~~prior~~and toResults ~~making~~of anOperations,” ~~investment~~and ~~decision.~~our consolidated financial statements and the related notes appearing elsewhere in this prospectus.

This summary highlights selected information appearing elsewhere in this prospectus. While this summary highlights what we consider to be important information about us, you should carefully read this entire prospectus before investing in our Common Stock, especially the risks and other information we discuss under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and our consolidated financial statements and related notes beginning on page F-1. Our fiscal year end is December 31st and our audited financial statements for the period of our inception, February 19,2021, to September 30th, 2021, are included in this prospectus. Some of the statements made in this prospectus discuss future events and developments, including our future strategy and our ability to generate revenue. These forward-looking statements involve risks and uncertainties which could cause actual results to differ materially from those contemplated in these forward-looking statements. See “Special Note Regarding Forward-Looking Statements” at page 6 of this Prospectus.General

~~Except~~Company ~~as otherwise required by the context, references in this prospectus to “we,” “our,” “us” refers to brooqLy, Inc.~~Background

~~This~~BrooQLy ~~summary~~Inc. ~~contains~~was ~~basic~~incorporated ~~information~~in ~~about~~Nevada uson ~~and~~February ~~the~~19, ~~offering.~~2021, ~~Because~~as ~~it is a summary~~“MyTreat, itInc.” ~~does~~On ~~not~~May ~~contain~~12, ~~all~~2021, ~~the~~we ~~information~~changed ~~that~~our ~~you~~name ~~should~~to ~~consider~~BrooQLy ~~before investing~~Inc. in ~~You~~Nevada ~~should~~pursuant ~~read~~to ~~the~~an ~~entire~~amendment ~~prospectus~~to ~~carefully,~~our ~~including~~Articles ~~the~~of ~~risk~~Incorporation. ~~factors~~Since ~~and~~February ~~our~~25th, ~~financial~~2025, ~~statements~~we ~~and~~have ~~the~~been ~~related~~doing ~~notes~~business toas ~~those~~Dynamic ~~statements~~Aerospace ~~included~~Systems ~~in this prospectus~~(“DAS”).

~~This~~Dynamic ~~document~~Aerospace may only be used where it is legal to sell these securities. You should assume that the information appearing in this prospectus is accurate only as of the date on the front of this prospectus, regardless of the time of delivery of this prospectus, or any sale of our common stock. Our business, financial condition and results of operations may have changed since the date on the front of this prospectus. We urge you to carefully read this prospectus before deciding whether to invest in any of the common stock being offered.Systems

~~Company~~DAS ~~Organization~~is based in Ann Arbor, Michigan, and is an original equipment manufacturer (“OEM”) of unmanned aerial vehicles (“UAVs”). DAS seeks to help pioneer the future of unmanned flight, logistics, and public safety through advanced UAV platforms, intelligent delivery networks, and globally compliant flight systems. Built on a foundation of proprietary technology and mission-specific engineering, DAS manufactures versatile, long-endurance UAVs tailored for real-world applications in both commercial and governmental sectors.

WeCore ~~were~~UAV are an early-stage company, incorporated in Nevada on February 19, 2021, with the name “MyTreat, Inc”. On May 12, 2021, we changed our name to brooqLy, Inc. with the state of Nevada by filing an amendment to our Articles of Incorporation.Platforms

~~Going~~DAS’s ~~Concern~~core unmanned aerial vehicle platforms include:

~~Our~~- ~~auditor~~US-1 ~~has~~Electric ~~issued~~Multicopter a (“~~going concern~~US-1”); ~~emphasis~~- ofG1-VTOL aLong-Range ~~matter~~Hybrid in(“G1”); ~~their~~and ~~opinion~~- ~~about~~Mitigator-Class ~~us,~~Tactical ~~meaning~~Drone ~~that we face uncertainties that our business will not succeed or be viable. Additionally, it is likely that we will need additional capital or additional financing in~~ (the ~~future, and if such financing is not available to us on acceptable terms, our business may suffer or fail as a result~~“Mitigator”).

~~Definitions~~Additional detailed information about the US-1, G1, and the Mitigator can be found below under the heading "Business" on page [56].

~~The~~Sensor-Agnostic ~~following terms are defined for use in this Prospectus:~~ Architecture

~~The~~A ~~terms~~key ~~“Shop~~differentiator orof ~~“Shops”~~DAS’s UAV platforms is their sensor-agnostic architecture. All DAS aircraft are engineered to accommodate a wide range of payloads, ~~means~~allowing ~~bars~~for simultaneous integration of multiple sensors. Management believes that this flexibility will allow DAS platforms to be reconfigured for multi-domain operations, ~~restaurants~~surveillance, ~~and~~scientific ~~cafeterias~~research, ~~that~~infrastructure ~~have~~inspection, ~~registered~~disaster orrelief, ~~potentially~~and ~~can~~more ~~register~~based ~~for~~on ~~our~~mission ~~Platform~~demands.

~~The~~Patent ~~term “Brand” or “Brands” is defined as the producer or distributor of a particular consumer product that advertises on our Platform to promote their brand or branded product.~~ Portfolio

~~The~~DAS ~~term~~holds ~~“Treat”~~a isgrowing ~~defined~~portfolio asof apatents ~~consumer~~and ~~product~~patent-pending totechnologies bethat ~~purchased~~form ~~and~~the ~~sent~~foundation ~~from~~of ~~one~~its ~~consumer~~UAV toplatforms ~~another~~and operational infrastructure. These filings protect innovations across several critical areas, including:

~~The~~- ~~term~~Battery-Integrated ~~“Sending~~Airframe ~~Consumer”~~Design: ~~means~~As autilized ~~person~~in ~~that~~the ~~uses~~US-1 ~~our~~electric ~~Platform~~multicopter, tothis ~~purchase~~patented structural system maximizes energy density while enhancing flight control and ~~send~~frame astability. ~~Receiving~~- ~~Consumer~~Mesh-Based aAutonomous ~~“Treat”~~Delivery System Utilizing Mobile Fulfillment Nodes and Distributed Kiosks. - Modular Autonomous Delivery System with Mobile Fulfillment Node for UAV-Agnostic Package Transfer.

~~The~~6 ~~term~~Table ~~“Receiving Consumer” means the person that is the recipient~~ of ~~the “Treat”.~~Contents

~~The~~These ~~term~~technologies ~~"Users”~~form ~~means~~ the ~~total~~core of ~~Sending~~DAS’s ~~Consumers~~competitive edge and ~~Receiving~~enable ~~Consumers~~scalable, regulatory-compliant UAV deployment across multiple global markets.

~~The~~Dynamic ~~term~~Deliveries: ~~“App”~~Mesh-Driven ~~means the smartphone application available to our Users to download, register and send / receive Treats~~Logistics

~~The~~DAS ~~team~~operates ~~“Dashboard”~~Dynamic ~~means~~Deliveries, a division focused on building autonomous mesh logistics networks. By way of background, a mesh logistics network is a decentralized approach to managing the ~~web-based~~flow ~~application~~of ~~used~~goods, bywhere ~~our~~each ~~system~~node ~~administrators~~(e.g., a warehouse, distribution center, or delivery vehicle) is directly connected to ~~setup~~multiple other nodes, forming a network that allows for flexible and ~~manage~~efficient routing of shipments. These systems have numerous advantages, including decentralization. with no single central point of failure; direct connections, where different notes are connected to several other nodes; and dynamic routing, allowing the ~~App~~network ~~functionalities~~to adapt to changing conditions by finding the most efficient route for each shipment.

~~The~~Through ~~term~~Dynamic ~~“Platform”~~Deliveries, ~~means~~DAS ~~our~~uses ~~own~~its ~~software~~proprietary ~~platform~~autonomous ~~(consisting~~mesh offulfillment ~~the~~network ~~App~~to ~~and~~leverage ~~Dashboard)~~DAS’s ~~with~~long-range ~~our~~UAVs ~~intellectual~~to ~~property~~enable ~~components~~high-frequency, ~~that~~last-mile ~~provide~~delivery anthrough ~~infrastructure~~a ~~for~~geofenced ~~Sending~~network ~~Consumers,~~of ~~Receiving~~takeoff ~~Consumers, Shops,~~ and ~~Brands,~~recovery ~~to interact and interconnect~~nodes.

The ~~term,~~DAS ~~“Local~~system ~~Partner”~~is ~~means~~purpose-built ~~the~~for ~~company~~use ~~that~~in weurban ~~will~~and ~~provide~~semi-rural ~~exclusive~~environments, ~~geographic~~allowing ~~rights to~~ for the ~~purpose~~automated delivery of ~~executing~~goods, ~~our~~medicine, ~~business~~and ~~plan~~supplies inat ascale ~~specific~~particularly ~~geographic~~where ~~area~~road-based ~~pursuant~~logistics toare aconstrained ~~revenue~~or ~~sharing agreement~~inefficient.

-International 7Expansion ~~- Table of Contents~~Strategy

~~Business~~Europe: DAS plans to enter the European market via a strategic Memorandum of Understanding (“MOU”) with Drops Smart Hubs, an urban drone infrastructure platform. Management anticipates that this partnership will enable the rollout of smart delivery hubs across European cities, offering high-volume autonomous fulfillment solutions for ecommerce, pharma, and food delivery providers.

WeUnited ~~are~~Arab aEmirates ~~social~~(UAE): ~~networking~~As ~~platform~~of ~~that~~the ~~connects~~date ~~people~~of ~~using~~this Registration Statement, DAS was in the ~~practice~~process of ~~treating~~working ~~products~~with ~~via~~the Dubai ~~our~~Civil ~~Platform~~Aviation Authority (DCAA). ~~The~~Through ~~participants~~ongoing incollaboration ~~our~~and ~~Platform~~early ~~include:~~adoption of local flight corridor frameworks, DAS has completed two of its three VTC testing of the G1 UAV under the Emergency Services and Specialized Aviation (“ESSA”) regulatory framework. These tests mark a major milestone toward Beyond Visual Line of Sight (“BVLOS”) operational approval and integration into Dubai’s national drone delivery infrastructure.

·United ~~Shops~~States: ~~that~~DAS ~~register~~is ~~with~~fully ancommitted ~~annual fee~~ to ~~use~~U.S. ~~our~~regulatory ~~Platform~~compliance and ~~upload~~as ~~their~~of ~~product~~the ~~catalog~~date ~~items~~of ~~that~~this ~~are~~Registration ~~used~~Statement, aswas ~~“Treats”~~actively ~~that~~aligning ~~can~~its beaircraft, ~~purchased~~operations, and ~~sent~~pilot ~~between~~protocols ~~registered~~with ~~Users~~the ·latest ~~Sending~~FAA ~~Consumers~~requirements ~~who~~under ~~purchase~~Part ~~“Treats”~~107 ~~for~~(Remote ~~Receiving~~Pilot ~~Consumers~~Certificate), ~~who~~Part ~~download~~135 ~~our~~(Air ~~app~~Carrier and ~~are~~Operator ~~registered~~Certification), onand ~~our~~Part ~~Platform.~~89 ·(Remote ~~Receiving~~Identification ~~Consumers~~of ~~who~~Unmanned ~~receive~~Aircraft). ~~the~~DAS’s ~~“Treats”~~aircraft ~~from~~and ~~Sending~~flight ~~Consumers~~operations ~~who~~are ~~have~~being ~~downloaded~~actively ~~our~~adapted ~~app~~on ~~and~~an ~~are~~ongoing ~~registered~~basis onto ~~our~~meet ~~Platform~~evolving U.S. ·standards ~~Brands~~for ~~that~~commercial ~~can~~UAV ~~advertise within our Platform~~deployment.

WeRevenue ~~have~~Strategy ~~created a technology infrastructure for the Shops, Sending Consumers~~ and ~~Receiving Consumers, and Brands that wish to advertise with us, to interconnect, interact, and engage in what we have strived for, a “fun, social networking experience.”~~ Monetization

~~Founder~~DAS ~~Issuances:~~plans to operate under a diversified revenue model that will include both hardware and recurring service income streams. Our core monetization strategies include:

On· ~~April~~UAV 2Platform Sales: Direct sales of proprietary UAVs (US-1, ~~2021~~G1, weMitigator) ~~issued~~to 9commercial,~~000~~ public safety,~~000~~ ~~Common~~and ~~Stock~~governmental ~~Shares~~customers. at· ~~par~~Drone-as-a-Service ~~value~~(DaaS): ofSubscription-based $0flight services for customers requiring mission-specific UAV operations with or without ownership.~~0001~~ to· ~~our~~Dynamic ~~founder~~Deliveries™ Logistics Network: Monetized through software licensing, fulfillment fees, and long-term infrastructure partnerships with cities and enterprises. · Custom Payload & Integration Services: Revenue from sensor configuration, mission-specific integrations, and compliance support. · Government Contracts & Joint Ventures: Strategic engagement with public-sector agencies for ISR, delivery, and emergency response applications.

~~Panagiotis~~7 N.Table ~~Lazaretos.~~of Contents

OnManagement ~~April~~believes 2,that ~~2021,~~this wemulti-channel ~~issued~~approach ~~9,000,000~~will ~~Common~~enable ~~Stock~~DAS ~~Shares~~to atgenerate ~~par~~both ~~value~~near-term ofsales ~~$0.0001~~and tolong-term ~~our~~recurring ~~founder,~~ revenue.

~~Nikolaos~~Vision ~~Ioannou.~~and Impact

OnDAS’s ~~April~~management 2envisions a world where unmanned aerial systems support real-time logistics, ~~2021~~life-saving missions, weand ~~issued~~responsive 2infrastructure from the air. By combining DAS’s vertically integrated manufacturing,~~000~~ modular UAV platforms,~~000~~ ~~Common~~and ~~Stock~~global ~~Shares~~regulatory atcompliance, ~~par~~management ~~value~~believes that DAS is building the aerial backbone of ~~$0.0001~~tomorrow’s tomobility ~~our~~and ~~founder,~~logistics networks.

~~Helen~~Additional V.detailed ~~Maridakis.~~information about the Company can be found below under the heading “Business” on page [56].

~~Issuances~~Recent ~~for Cash Consideration~~ Developments

~~From~~Change ~~April 7, 2021, to September 30, 2021, we sold 317,500 Common Stock Shares to 16 accredited investors at a price~~ of ~~$0.20~~Control ~~per share or an aggregate of $63,500~~ Transaction

~~From~~On ~~September~~February 1725, ~~2021~~2025, toPanagiotis ~~September 30~~Lazaretos, ~~2021,~~Helen weV. ~~sold 2~~Maridakis,~~000,000~~ ~~Common~~and ~~Stock~~Nikolaos ~~Shares~~Ioannou, tothe 3three ~~accredited~~controlling ~~investors~~shareholders ~~at a price~~ of ~~$0.10~~the ~~per share or an aggregate of $200~~Company,~~000,~~ ~~which~~entered ~~subscription~~into ~~also~~a ~~included~~Share ~~1 Common Stock~~ Purchase ~~Warrant~~Agreement ~~for~~(the ~~each~~“SPA”) ~~Common~~with ~~Stock~~Aerospace ~~Share~~Capital ~~Purchased~~Partners, ~~exercisable~~LLC, ata ~~ten~~Nevada ~~(10)~~limited ~~cents~~liability ~~per~~company ~~share~~ (~~$0.10~~“ACP”). ~~and~~Pursuant ~~upon FINRA granting a trading symbol~~ to us the ~~Company~~SPA, ~~for quotation on~~ the ~~OTC~~Sellers ~~Markets~~sold ~~OTCQB.~~an ~~The~~aggregate ~~Warrant~~of ~~Exercise~~18,000,000 ~~Price~~shares ~~will~~of becommon ~~calculated~~stock atof athe ~~50%~~Company ~~discount~~ to ~~the~~ACP, 7equal ~~day~~to ~~average~~approximately ~~price~~70.3% ~~for that 7 day period preceding exercise~~ of the ~~Warrant.~~Company’s ~~The~~outstanding ~~Warrant~~shares ~~Exercisable~~of ~~Period~~common isstock, 5as ~~years~~a ~~from~~result ~~the date~~ of ~~the~~this ~~Subscriber~~transaction, ~~subscribing~~ACP tobecame ~~the~~our ~~Shares~~controlling shareholder.

~~Issuance~~In connection with the SPA and the payment of ~~Shares~~the ~~for~~Company’s ~~Services~~outstanding liabilities, the Company issued to ACP a Convertible Promissory Note in the original principal amount of Three Hundred Fifty-eight Thousand Two Hundred Dollars ($358,200). The Note was to convert automatically into shares of the Company’s common stock or a series of preferred stock upon the occurrence of all of the following: (1) the acquisition of the controlling interest in the Company by ACP, which happened pursuant to the SPA; (2) the effectiveness of an amendment to the Company’s Articles of Incorporation to authorize the Company to issue preferred stock; and (3) the filing of a Certificate of Designation of Rights and Preferences of a series of preferred stock of the Company. Upon the occurrence of all three events, ACP has the right to determine whether the Note amount will convert into shares of common stock or shares of the new preferred stock. The conversion price of the Note amount was $0.015 per share of either common stock or preferred stock. On June 25, 2025, following the creation of the Series A Preferred Stock, the Note converted into 23,880,000 shares of Series A Preferred Stock.

WeAlso ~~issued~~in ~~247~~connection with the SPA,~~482~~ ~~shares~~the Company entered into an Assets Purchase Option and License Agreement with the Sellers, pursuant to ~~two~~which ~~individuals~~, ~~for~~the ~~services~~Company atgranted $0to Absocare, Inc.20, ~~per~~a ~~share~~South orDakota corporation (“ABSO”), an ~~aggregate~~entity controlled by the Sellers, a non-exclusive, royalty-free license to use certain assets of ~~$49~~the Company for a period of six months . The Assets consist of the Company’s name and trademark; the software code used by the Company,~~496~~ the domain name (www.40brooqly.com); the Company’s app store accounts, and the Company’s social media accounts. ABSO has no right to sublicense, modify, distribute, or commercialize the Assets during the License Period.

-Additionally, 8pursuant -to ~~Table~~the Option and License Agreement, the Company granted to ABSO the option to purchase the Assets at the end of ~~Contents~~the License Period. ABSO may elect to exercise the option by written notice to the Company for three months after the end of the License Period.

~~Cash~~In ~~Requirements~~connection with the change of control and pursuant to the terms of the SPA, Panagiotis Lazaretos, Nikolaos Ioannou and Helen Maridakis agreed to and did resign from their positions as officers and directors, effective February 25, 2025

AsThe offollowing ~~September~~individuals ~~30,~~were ~~2021,~~appointed weas ~~had~~officers ~~cash~~and onto ~~hand of approximately $95,869 for~~ our ~~operational~~Board ~~needs.~~of Directors:

~~Our~~Name ~~current~~Position ~~operating~~Kent ~~expenses~~Wilson ~~are~~Chief ~~$15,000~~Executive ~~monthly.~~Officer/Chairman After this registration statement is declared effective, our operating expenses will increase to approximately $30,000 per month due to SEC reporting costs. If we fail to generate sufficient revenues to meet our monthly operating costs of ~~$30,000,~~the weBoard ~~will~~Jeff ~~not~~Hail ~~have~~Chief ~~available~~Operating ~~cash~~Officer ~~for~~Ian ~~our~~Kantrowitz ~~operating~~Vice ~~needs~~President ~~for~~Shannon ~~only~~Rigney 7Vice ~~after approximately 7 months.~~President

~~Conflicts~~8 Table of ~~Interest~~ Contents

~~Our~~Management ~~officers~~believes orthat ~~directors~~the ~~have~~acquisition noof ~~actual~~a orcontrolling ~~potential~~position ~~conflicts~~in ofthe ~~interests~~Company ~~that~~by ~~may~~ACP ~~materially~~represents ~~and~~a ~~negatively~~strategic ~~impact~~transformation ~~our~~of ~~operations~~the ~~and~~Company ~~revenues~~into an aerospace-focused enterprise. NoManagement ~~other~~intends ~~business~~to ~~interests~~pursue ~~are~~multiple inaerospace ~~conflict~~acquisitions ~~with~~in ~~our~~the ~~interests~~near ~~and~~future ~~those~~as part of ~~our~~this ~~minority~~new ~~stockholders.~~corporate direction.

~~Risk~~On ~~Factors~~March 7, 2025 the Company issued to ACP a second convertible promissory note in the original principal amount of Three Hundred Seventy Thousand Dollars ($370,000) The conversion price of the second note amount was $0.40 per share of either common stock or preferred stock. On June 25, 2025, following the creation of the Series A Preferred Stock, the second note was converted into 925,000 shares of Series A Preferred Stock.

AsAppointment ~~more~~of ~~detailed~~New ~~below~~Independent ~~in our Risk Factor Section beginning on page 13, we are subject to the following risk categories:~~ Directors

·Ron ~~Risks~~J. ~~related to our Business · Risks related to our Securities · Risks related to COVID-19~~Rich

~~Implications~~On March 18, 2025, the Company appointed Ron J Rich to the Company’s Board of ~~Being~~Directors as an ~~Emerging~~independent ~~Growth~~Board ~~Company~~Member.

WeMr. ~~qualify~~Rich, as64, anCurrently ~~emerging~~serves ~~growth~~as ~~company~~Vice asPresident ~~that~~of ~~term~~the isEngineering ~~used~~Solutions inBusiness ~~the~~at ~~JOBS~~Intertec ~~Act~~International. He Anhas ~~emerging~~held ~~growth~~multiple ~~company~~leadership ~~may~~positions, ~~take~~including ~~advantage~~Vice President of ~~specified~~Propulsion ~~reduced~~Systems ~~reporting~~at Honeywell Aerospace, where he spearheaded initiatives to enhance engine performance and ~~other~~reliability. ~~burdens~~His ~~that~~tenure ~~are~~at ~~otherwise~~Honeywell ~~applicable~~also ~~generally~~included driving research collaborations, such as the landmark agreement with the University of Arizona, designed to ~~public~~streamline ~~companies~~aerospace research and development. ~~These~~His ~~provisions~~dedication ~~include:~~to advancing aerospace technology and engineering education earned him the Circle of Excellence Award from the University of Arizona’s Engineering Design Program in 2019.

·Mr. ARich ~~requirement~~graduated to1984 ~~have only two years of audited financial statements and only two years of related MD&A, · Exemption~~ from the ~~auditor~~University ~~attestation requirement in the assessment~~ of ~~the~~Arizona ~~emerging~~with ~~growth~~a ~~company’~~Bachelor's ~~internal control over financial reporting under Section 404~~ of ~~the~~Science ~~Sarbanes-Oxley~~degree ~~Act~~in ofMechanical 2002 (“SOX”), · Reduced disclosure about the emerging growth company’s executive compensation arrangements, and · No non-binding advisory votes on executive compensation or golden parachute arrangementsEngineering.

WeThere ~~have~~are ~~already~~no ~~taken~~family ~~advantage~~relationships between Mr. Rich and any other director or officers of ~~these~~the ~~reduced~~Company. ~~reporting~~There ~~burdens~~are inno ~~this~~transactions ~~Prospectus,~~with related persons involving Mr. Rich and any officers and directors and the Company which ~~are~~would ~~also~~require ~~available~~disclosure pursuant to usItem as 404(a) ~~smaller~~of ~~reporting~~Regulation ~~company~~S-K. asThere ~~defined~~is ~~under~~no ~~Rule~~arrangement ~~12b-2~~or ofunderstanding ~~the~~between ~~Securities~~Mr. ~~Exchange~~Rich ~~Act~~and ofany ~~1934,~~other asperson ~~amended~~pursuant ~~(the~~to ~~“Exchange~~which ~~Act”)~~he was selected as a director.

InThe ~~addition,~~Board ~~Section 107~~ of ~~the~~Directors ~~JOBS~~believes ~~Act also provides~~ that anMr. ~~emerging~~Rich’s ~~growth~~experience ~~company~~in ~~can~~innovation ~~take advantage of the extended transition period provided~~ in ~~Section~~engineering ~~7(a)(2)(B) of the Securities Act of 1933~~services, as amended (the “Act”) for complying with new or revised accounting standards. We have elected to take advantage of the extended transition period for complying with new or revised accounting standards, which allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and ~~private~~specifically ~~companies~~in ~~until~~aerospace ~~those standards apply to private companies. As a result of this election~~applications, ~~our~~make ~~financial statements contained in this Form S-1 may not be comparable to companies that comply with public company effective dates~~Mr. ~~The~~Rich ~~existing~~well ~~scaled~~suited ~~executive compensation disclosure requirements for smaller reporting companies will continue~~ to ~~apply~~serve ~~to our filings for so long~~ as wea ~~are~~member anof ~~emerging~~the ~~growth~~Company’s ~~company,~~Board ~~regardless~~ of ~~whether we remain a smaller reporting company~~Directors.

WeJorge could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year periodL. Torres

~~For~~On ~~more~~April ~~details~~9, ~~regarding this exemption~~2025, ~~see~~the ~~“Management’s~~Company ~~Discussion~~appointed ~~and~~Jorge ~~Analysis~~L. ofTorres ~~Financial~~to ~~Condition~~the ~~and~~Company's ~~Results~~Board of ~~Operations~~Directors -as ~~Critical~~an ~~Accounting~~independent ~~Policies~~Board Member.”

-Mr. 9Torres, 54, has held multiple leadership positions throughout his 30-year ~~Table~~career in the logistics and transportation industry. He currently serves as Vice President of ~~Contents~~Operations for FedEx Express México. Since 2012, he has overseen one of Latin America's most complex logistics networks. During his tenure, Mr. Torres led the successful integration of Multipack into FedEx, aligning infrastructure and services to support expanded growth across the region. He has been recognized as one of Mexico’s most trusted and influential leaders in logistics, with a proven track record of operational excellence, innovation, and employee engagement.

Mr. Torres holds a Master of Business Administration from EGADE Business School at Tecnológico de Monterrey, earned in 2006; a Master’s degree in Quality from Universidad La Salle, earned in 2000; and a Bachelor’s degree in Communications from Universidad del Valle de México, earned in 1993.

The Board of Directors believes that Mr. Torres’s experience in logistics and transportation of goods, and specifically his experience in operations and employment and employee relations, make Mr. Torres well suited to serve as a member of the Company’s Board of Directors.

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Asset Purchase Agreements

On April 1, 2025, the Company entered into two asset purchase agreements with Alpine 4 Holdings, Inc, a Delaware corporation (”Alpine 4”), and certain of Alpine 4’s subsidiaries. Collectively, these transactions are referred to herein as the “Asset Acquisition Transaction.”

Vayu US and Impossible Aerospace

The Company entered into an Asset Purchase Agreement (the “Vayu APA”) with Vayu (US) Inc. (“Vayu”) and Impossible Aerospace Corporation (“IAC,” and together with Vayu, the “Sellers”), and Alpine 4 as parent of the Sellers.

Pursuant to the Vayu APA, the Sellers agreed to sell and the Company agreed to purchase certain assets of the Sellers, comprising certain intellectual property, equipment, inventory, contracts, and goodwill related to the business of the Sellers (collectively, the “Vayu Assets”). The Vayu APA also listed certain assets that were excluded from the purchase, and certain liabilities for which the Company would not be responsible. The specific Vayu Assets purchased and sold are listed in Exhibit A to the Vayu APA.

The purchase price paid by the Company for the Vayu Assets included the assumption by the Company of $387,598 in liabilities as listed in the Vayu APA, and the payment of $2,974,167 in the form of a Convertible Note (the “Vayu Note”). Pursuant to the Vayu APA, the Vayu Note was issued directly to Alpine 4, and the Sellers assigned all rights to receipt of any consideration pursuant to the Note to Alpine 4.

Vayu Note

Pursuant to the Vayu APA, the Company issued the Vayu Note, in the principal amount of $2,974,167. Under the terms of the Vayu Note, when the Company files an amendment to its Articles of Incorporation to create a Class B Common Stock, the Vayu Note will convert automatically into shares of the Company’s Class B Common Stock, at a conversion price of $0.95 per share. The Vayu Note also provides that the shares of Class B Common Stock may be converted into shares of the Company’s Common Stock at a 1:1 ratio, at a rate of 20% per year, beginning 12 months after issuance. Pursuant to the Vayu Note, the Company also has the right to repurchase unconverted shares of Class B Common Stock at a price rising from 100% of the face value ($0.95 per share) to 140% of the face value over the five years following the issuance of the Class B Common Stock by the Company.

Global Autonomous Corporation

The Company also entered into an Asset Purchase Agreement (the “GAC APA”) with Global Autonomous Corporation (“GAC”), and Alpine 4 as the owner of 71.43% of GAC. (The additional shareholders of GAC were included as third party beneficiaries under the GAC APA.)

Pursuant to the GAC APA, the Sellers agreed to sell and the Company agreed to purchase certain assets of GAC, comprising certain equipment, software, inventory, contracts, and goodwill related to the business of GAC (collectively, the “GAC Assets”). The GAC APA also listed certain assets that were excluded from the purchase. The specific GAC Assets purchased and sold are listed in Exhibit A to the GAC APA.

The purchase price paid by the Company for the GAC Assets was $11,631,754 in the form of a Convertible Note (the “GAC Note”). Pursuant to the GAC APA, the GAC Note was issued directly to Alpine 4 and the minority shareholders of GAC, and the Sellers assigned all rights to receipt of any consideration pursuant to the Note to Alpine 4 and the minority shareholders.

GAC Note

Pursuant to the GAC APA, the Company issued the GAC Note, in the principal amount of $11,631,754. Under the terms of the GAC Note, when the Company files an amendment to its Articles of Incorporation to create a Class B Common Stock, the GAC Note will convert automatically into shares of the Company’s Class B Common Stock, at a conversion price of $0.95 per share. The GAC Note also provides that the shares of Class B Common Stock may be converted into shares of the Company’s Common Stock at a 1:1 ratio, at a rate of 20% per year, beginning 12 months after issuance. Pursuant to the GAC Note, the Company also has the right to repurchase unconverted shares of Class B Common Stock at a price rising from 100% of the face value ($0.95 per share) to 140% of the face value over the five years following the issuance of the Class B Common Stock by the Company.

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Drops Smart Hubs MOU

On May 6, 2025, the Company 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.

Listing on OTCQB Market

On May 9th 2025, the OTC Markets Group Inc. informed the Company that it has been approved for listing to the OTCQB Venture Market (the "OTCQB"). Trading on the OTCQB commenced on May 12, 2025, under the Company's current ticker symbol BRQL.

Management believes that having the Company’s common stock trading on the OTCQB is a significant step for the Company in its efforts to build shareholder value and expand market exposure. Management further believes that listing on the OTCQB will provide greater liquidity, increased visibility to investors, enhanced credibility among market participants, and the opportunity for improved trading volumes. As an OTCQB-listed company, the Company will be required to meet higher reporting and compliance standards compared to the OTC Pink Open Market, including annual verification and certification processes designed to promote transparency to investors. These enhanced standards directly correlate with some of the requirements needed for a national exchange uplisting.

Financial Advisor Agreement

On June 2, 2025, the Company entered into a financial advisor agreement (the “FA Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”), pursuant to which A.G.P. agreed to provide certain consulting and financial services to the Company in connection with the Company’s efforts to raise capital, list on a national exchange, and other additional services as agreed between A.G.P. and the Company.

The Company agreed to pay a cash fee equal to 10% of the aggregate gross proceeds raised in any offering of the Company’s securities, at the closing of each such offering. Additionally, the Company agreed to issue to A.G.P. warrants (the “A.G.P. Warrants”) to purchase up to 1,600,000 shares of the Company’s common stock on the following terms:

	-	The exercise price of 400,000 warrants is $0.70;

	-	The exercise price of 400,000 warrants is $1.00;

	-	The exercise price of 400,000 warrants is $1.30; and

	-	The exercise price of 400,000 warrants is $1.60.

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The A.G.P. Warrants are exercisable for two (2) years.

A.G.P. is included in this Registration Statement as a Selling Stockholder with respect to the 1,600,000 shares of the Company’s common stock issuable upon exercise of the A.G.P. Warrants.

Noon Fulfillment MOU

On June 24th, 2025, DAS entered into an Addendum to the Memorandum of Understanding (“MOU”) originally dated January 24, 2025, between its wholly owned operating division Dynamic Deliveries (formerly known as Global Autonomous Corporation, “GAC”) and Noon Fulfillment, a UAE-based logistics company owned by Noon AD Holdings One Person Company L.L.C. (“Noon”).

Noon, a leading e-commerce platform in the UAE, has established a formidable market presence since its 2017 launch, serving millions of customers across the UAE, Saudi Arabia, and Egypt, with a reported 300,000 daily users as of 2021.

This Addendum was executed to reflect the corporate transition following DAS’s acquisition of GAC, which now operates under the name Dynamic Deliveries. The Addendum formally updates the MOU to replace all references to “Global Autonomous Corporation” or “GAC” with “Dynamic Deliveries.”

The original MOU outlines a strategic collaboration focused on drone logistics integration and testing in Dubai, United Arab Emirates, and is non-binding in nature, intended to reflect the mutual intent of the parties to explore and evaluate a potential commercial relationship. All terms and conditions of the original MOU remain unchanged and in full effect, aside from the aforementioned name replacement.

Ticker Reservation for Future Uplisting

In connection with its longer-term strategic goals, the Company has reserved the ticker symbol "DAS," representing "Dynamic Aerospace Systems,” in preparation for a future uplisting on the New York Stock Exchange (NYSE). While there is no guarantee of an uplisting occurring, the reservation of the DAS ticker symbol with the NYSE reflects the Company’s vision and intent to continue building toward the necessary qualifications to support such a move in the future.

The Company believes securing the DAS symbol further aligns with its brand evolution and reinforces the strategic emphasis on aerospace, logistics, and advanced drone technologies through its Dynamic Aerospace Systems operating division.

Filing of Amended Articles of Incorporation

On May 14, 2025, the Company filed with the Secretary of State of Nevada a Certificate of Amendment (the “Amendment”) to the Company’s Articles of Incorporation. The purpose of the Amendment was to file Amended and Restated Articles of Incorporation (the “A&R Articles”) and to make the following changes:

	-	to increase the authorized capital of the Company to an aggregate of Six Hundred Million (600,000,000) shares, consisting of Three Hundred Twenty-five Million (325,000,000) shares of Common Stock, $0.0001 par value per share (the “Common Stock”); Fifty Million (50,000,000) shares of Class B Common Stock, $0.0001 par value per share (the “Class B Common Stock”); and Two Hundred Twenty-five Million (225,000,000) shares of Preferred Stock, par value $0.0001 per share; and

	-	to grant authorization to our Board of Directors to determine, without shareholder approval, the designations, preferences, limitations, restrictions, and relative rights of any classes of Preferred Stock, and variations in the relative rights and preferences as between different series.

The Amendment took effect on May 14, 2025.

Additionally, on June 24, 2025, the Company’s Board of Directors approved the filing with the Secretary of State of Nevada four Certificates of Designation of Rights and Preferences for the creation of four new series of preferred stock designated as the Series A Convertible Preferred Stock (the “Series A Preferred Stock”); the Series B Convertible Preferred Stock (the “Series B Preferred Stock”); the Series C Convertible Preferred Stock (the “Series C Preferred Stock”); and the Series D Convertible Preferred Stock (the “Series D Preferred Stock”). The Company’s Board of Directors had previously approved the adoption of the Certificates of Designation.

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The rights and preferences of the four series of preferred stock are set forth below under the heading “Description of Securities.”

Summary of Risk Factors

We face numerous risks that could materially affect our business, results of operations or financial condition. The most significant of these risks include the following:

	·	We have a limited operating history in new and evolving markets, which may make it difficult to evaluate our current business and future prospects and increase the risk of your investment.

	·	We are an early-stage company with a history of losses, and we expect to incur significant expenses and continuing losses for the foreseeable future.

	·	Our failure to comply with covenants under debt instruments could adversely affect our business and financial condition.

	·	We have made and may in the future make acquisitions and investments, which involve numerous risks.

	·	We may not be able to successfully integrate the businesses and personnel of acquired companies and businesses, including those acquired in the acquisition of the assets from Vayu, IAC, and GAC, and may not realize the anticipated synergies and benefits of such acquisitions.

	·	We face significant competition from other companies, many of which have substantially greater resources than we do.

	·	We have identified material weaknesses in our internal control over financial reporting. If we are unable to effectively remediate these material weaknesses, identify additional material weaknesses in the future, or otherwise fail to maintain effective internal control over financial reporting, then we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business.

	·	We are an "emerging growth company," and the reduced disclosure requirements applicable to "emerging growth companies" could make our common stock less attractive to investors.

	·	Growth and development of operations will depend on the acceptance of our proposed businesses. If our products are not deemed desirable and suitable for purchase and we cannot establish customer bases within our different business segments, we may not be able to generate future revenues, which would result in a failure of the business and a loss of the value of your investment.

	·	If demand for our products slow, then our business would be materially affected, which could result in the loss of your entire investment.

	·	If securities or industry analysts do not publish or cease publishing research or reports or publish misleading, inaccurate or unfavorable research about us, our business or our market, our stock price and trading volume could decline.

	·	Our stockholders may have difficulty in reselling their shares due to the limited public market or state Blue Sky laws.

	·	Our revenue growth rate depends primarily on our ability to satisfy relevant channels and end-customer demands, identify suppliers of our necessary ingredients and to coordinate those suppliers, all subject to many unpredictable factors.

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For further discussion of these and other risks, see “Risk Factors,” beginning on page 17.

Implications of being an emerging growth company and a Smaller Reporting Company

We qualify as an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

	·	inclusion of only two years, as compared to three years, of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

	·	an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

	·	an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation;

	·	reduced disclosure about executive compensation arrangements; and

	·	an exemption from the requirement to seek non-binding advisory votes on executive compensation or golden parachute arrangements.

We may take advantage of these provisions until we are no longer an emerging growth company. We will remain an emerging growth company until the earliest of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior December 31st, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

We have taken advantage of the reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies that are not emerging growth companies.

The JOBS Act permits an emerging growth company such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies.

We are also a “smaller reporting company” as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K, we are not required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

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Securities Purchase Agreement; Issuance of Convertible Note

On July 3, 2025, the Company entered into a Securities Purchase Agreement (the “Note Purchase Agreement”) with Platinum Point Capital LLC (“Platinum Point Capital”), pursuant to which Platinum Point Capital agreed to purchase from the Company one or more convertible promissory notes, in an aggregate amount not to exceed $1,122,000.

Pursuant to the Note Purchase Agreement, the Company issued to Platinum Point Capital a convertible promissory note (the “Note”) in the principal amount of $495,000, for a purchase price of $450,000, reflecting an original issue discount of 10%. To secure the Company’s obligations under the Note, the Company and Platinum Point Capital entered into a Security Agreement. The Company also issued to Platinum Point Capital a warrant (the “Warrant”) to purchase up to an additional 330,000 shares of the Company’s common stock. Additionally, pursuant to the Note Purchase Agreement, the Company agreed to file a registration statement to register the resale of the shares underlying the Note and the Warrant on or before the ninetieth day following the execution of the Note Purchase Agreement.

Additionally, pursuant to the Note Purchase Agreement, the Company and Platinum Point Capital agreed that at any time after the issuance of the Note but prior to its maturity date, Platinum Point Capital will purchase one or more additional notes in an aggregate amount of up to $132,000 following the date that this Registration Statement has been declared effective by the SEC, and additional notes hereunder in an aggregate amount of up to $450,000 (collectively, the “Additional Notes”) by written notice to Platinum Point Capital, and, subject to certain conditions. This Registration Statement also registers the resale of the shares of the Company’s common stock underlying the Additional Notes.

Additional information about the Note Purchase Agreement, the Note, the Warrant, and the Additional Notes can be found below under the heading Selling Stockholders.

The Purchase Agreement with Platinum Point Capital, LLC (“Platinum Point Capital”)

On July 31, 2025, we entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Platinum Point Capital LLC (“Platinum Point Capital”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right to direct Platinum Point Capital to purchase up to an aggregate of $15,000,000 worth of shares of our common stock, which include the Advance Shares and the Commitment Shares. We currently have reserved 25,000,000 shares of our authorized and unissued shares of common stock solely for the purpose of effecting purchases of the shares under the Equity Purchase Agreement.

Additional details relating to the Equity Purchase Agreement and the issuance of shares to Platinum Point Capital pursuant thereto can be found below under the heading “Platinum Point Capital Transactions.”

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The Offering

As of the date of this prospectus, we had 22,564,982 shares of our common stock outstanding.

Issuer	BrooQLy Inc., a Nevada corporation

Common Stock outstanding prior to this offering.	25,615,000 shares of common stock

Common Stock offered by Platinum Point Capital:	Up to 25,600,000 shares of common stock, which may be issued pursuant to the Equity Purchase Agreement, including the Advance Shares and the Commitment Shares; and up to 15,000,000 shares of common stock which may be issued pursuant to the Note Purchase Agreement upon conversion of the Notes or exercise of the Warrant.

Common Stock offered by A.G.P./Alliance Global Partners: Common Stock offered by other Selling Stockholders:	Up to 1,600,000 shares from fully issued warrants which were issued on June 2, 2025 in association with a Financial Advisory Agreement. 10,000,000 shares of common stock currently outstanding.

Common Stock to be outstanding after this offering(1)	67,815,000 shares of common stock (assuming the issuance of 25,000,000 shares of common stock pursuant to the Equity Purchase Agreement with Platinum Point Capital, the issuance of 15,000,000 shares of common stock upon conversion of the Notes, and exercise of the Warrants, and the full issuance of 1,600,000 AGP Warrants) and which includes the currently outstanding 10,000,000 shares the resale of which is being registered under this Registration Statement.

Use of proceeds	We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of common stock by the Selling Stockholders. However, we may receive proceeds of up to $15,000,000 from the sale of common stock to Platinum Point Capital under the Equity Purchase Agreement, from time to time in our discretion after the date one or more registration statements, including the registration statement of which this prospectus is a part, covering the resale of such shares of common stock are declared effective and the other conditions in the Equity Purchase Agreement have been satisfied. We may receive proceeds upon the exercise of the Warrant (to the extent the registration statement of which this prospectus is a part is then effective and, if applicable, the cashless exercise provision is not utilized by the holder). Any proceeds will be used for general corporate and working capital or for other purposes that the Board of Directors, in their good faith, deems to be in the best interest of the Company. No assurances can be given that any warrants will be exercised. See Use of Proceeds.

OTCQB Symbol and Trading	Shares of our common stock are currently listed on The OTCQB Market under the symbol BRQL.

Risk Factors	See Risk Factors beginning on page and the other information in this prospectus for a discussion of the factors you should consider carefully before you decide to invest in our securities.

~~From~~(1) ~~April~~The 7,number ~~2021,~~of toshares ~~September~~of ~~30,~~our ~~2021,~~common westock ~~sold~~outstanding ~~317,500~~upon ~~Common~~completion ~~Stock~~of ~~Shares~~this atoffering ais ~~price~~based ofon ~~$0.20~~25,615,000 ~~per~~shares ~~share~~of orour ancommon ~~aggregate~~stock outstanding as of ~~$63~~July 31,~~500~~ 2025.

~~From~~The ~~September~~number ~~17, 2021 to September 30, 2021, we sold 2,000,000 Common Stock Shares at a price~~ of ~~$0.10~~shares ~~per share or an aggregate~~ of ~~$200,000,~~our ~~which~~common ~~subscription~~stock ~~also~~outstanding ~~included~~immediately 1after ~~Common~~this ~~Stock~~offering Purchase Warrant for each Common Stock Share Purchased, exercisable at ten (10) cents per share ($0.10) and upon FINRA granting a trading symbol to the Company for quotation on the OTC Markets OTCQB. The Warrant Exercise Price will be calculated at a 50% discount to the 7 day average price for that 7 day period preceding exercise of the Warrant. The Warrant Exercisable Period is 5 years from the date of the Subscriber subscribing to the Shares.excludes:

~~From~~The ~~August~~Executive ~~31,~~RSU ~~2021,~~Plan towith ~~September 30~~200,~~2021~~000 weshares issued ~~247,482~~and ~~shares~~the ~~for~~Standard ~~services~~RSU atPlan ~~$0.20~~with ~~per~~2,305,104 ~~share~~shares ~~or an aggregate of $49,496~~issued.~~40.~~

We16 ~~are~~Table ~~registering 2,464,982~~of ~~shares sold for cash consideration.~~Contents

The selling shareholders will offer their shares at $0.20 depending on the buy-in price per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.

We will pay all expenses of registering the securities, estimated at approximately $2,500. We will not receive any proceeds of the sale of these securities.

To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. The current absence of a public market for our common stock may make it more difficult for you to sell shares of our common stock that you own.

SUMMARY OF FINANCIAL INFORMATION

The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis,” and the Financial Statements and Notes thereto, included elsewhere in this Prospectus. The statement of operations data is derived from our condensed financial statements for the periods ended September 30th, 2021.

ASSETS	September 30, 2021
Current Assets
Cash	$	95,870
Total Current Assets		95,870
Long-term Assets
Intangible Assets, net		35,186
Total Long-term Assets		35,186
Total Assets	$	131,056
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable	$	11,695
Total Current Liabilities		11,695
Stockholders’ Equity
Common stock, par value $0.0001; 200,000,000 common shares authorized; 22,564,982 and zero common shares issued and outstanding at September 30, 2021 and December 31, 2020 respectively	$	2,257
Additional paid in capital		432,740
Subscription Receivable		(103,000	)
Accumulated deficit		(212,636	)
Total Stockholders’ Equity		119,361
Total Liabilities and Stockholders’ Equity	$	131,056

The accompanying notes are an integral part of these financial statements.

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BrooqLy Inc.

Consolidated Statement of Operations

	September 30, 2021
Revenue, net	$	1,116
Total Revenue		1,116
Operating expenses
Professional fees		41,413
Other general and administrative costs		52,340
Total operating expenses		93,753
Gain/(Loss) from operations		(92,636	)
Interest Expense		(120,000	)
Other Income (expense) net		(120,000	)
Net profit/(loss) before income tax	$	(212,636	)
Provision for income taxes (benefit)		-
Net profit/(loss)	$	(212,636	)
Net Profit/(Loss) Per Common Stock
- basic and fully diluted	$	(0.02	)
Weighted-average number of
shares of common stock outstanding
- basic and fully diluted		13,508,139

The accompanying notes are an integral part of these financial statements.

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THE OFFERING

Shares of Common Stock Offered by Selling Shareholders	2,464,982 Common Shares
Previous Offering of Our Common Shares
	From our Inception, to present, we sold 2,000,000 common shares to 3 investors at a price of $0.10 per share (with 1 Common Stock Warrant per Common Stock Share) or an aggregate of $200,000 and 317,500 common stock shares at a price of $0.20 per share to 16 investors or an aggregate of $63,500 and issued 247,482 shares for services at a price of $0.20 per share to 2 investors or an aggregate of $49,496.40
Shares of Common Stock Outstanding Before the Offering	22,564,982 Common Shares
Shares of Common Stock Outstanding After the Offering	22,564,982 Common Shares
Terms of the Offering	The selling shareholders will determine when and how they will sell the securities offered in this prospectus.
Trading Market	There is currently no trading market for our common stock. We intend to apply soon for quotation on the OTC Bulletin Board. We will require the assistance of a market-maker to apply for quotation and there is no guarantee that a market-maker will agree to assist us.
Use of Proceeds	We will not receive proceeds from the resale of shares by the selling shareholders.
Risk Factors	The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” below.

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RISK FACTORS

AnInvesting ~~investment~~ in ~~the~~our ~~Shares~~securities involves a high degree of risk and uncertainty. You should ~~carefully~~ consider carefully the ~~following~~risks ~~risk factors~~ and ~~the~~uncertainties ~~other~~described ~~information~~below, inand ~~this~~incorporated ~~Memorandum~~by ~~before~~reference ~~investing~~herein, intogether ~~our~~with ~~common~~all ~~stock.~~of ~~The~~the ~~risks~~other ~~set~~information ~~out~~in, ~~below~~or ~~are~~incorporated ~~not~~by ~~the~~reference ~~only~~in, ~~risks~~this ~~that~~prospectus, weincluding ~~face.~~our ~~Additional~~financial ~~risks~~statements and ~~uncertainties~~related ~~not~~notes ~~currently~~incorporated ~~known~~by toreference ~~us or that we currently deem to be immaterial also may materially adversely affect our business~~herein, ~~financial~~before ~~condition,~~making ~~and/or~~an ~~operating~~investment ~~results~~decision. If any of ~~the~~these ~~following~~risks ~~events~~ occur, our business, financial condition, ~~and~~ results of operations, and prospects could be materially and adversely affected. In that event, the ~~value~~trading price of our common stock could decline, and you ~~may~~could lose ~~your~~part ~~entire~~or ~~investment~~all inof ~~our~~your ~~securities~~investment.

~~RISK~~Risks ~~FACTORS~~Related to Our Business

AnWe ~~investment~~have ~~in our common stock involves~~ a ~~high~~limited ~~degree~~operating ofhistory ~~risk.~~in ~~You~~new ~~should~~and ~~carefully~~evolving ~~consider~~markets, ~~the~~which ~~following~~may ~~risks~~make ~~and~~it ~~uncertainties~~difficult ~~in addition~~ to ~~other~~evaluate ~~information~~our incurrent ~~this~~business ~~prospectus in evaluating us~~ and ~~our~~future ~~business~~prospects ~~before purchasing our common stock. These risk factors are not necessarily exclusive~~ and ~~other~~increase ~~unanticipated~~the risk ~~may~~of ~~arise. You should invest in our common stock only if you can afford to lose~~ your ~~entire~~ investment.

~~RISKS~~We ~~RELATED~~were TOorganized ~~OUR~~in ~~BUSINESS~~February 2021, and in February 2025, underwent a change of control which led to a change in our strategic focus and business plans. The history of operating each of our businesses is relatively short. Our limited operating history and rapidly evolving business make it difficult to evaluate our current business, future prospects and plan for growth. In addition, our drones, electric vertical takeoff and landing (“VTOL”) aircraft and other products are sold or will be sold in new and rapidly evolving markets. Accordingly, our business and future prospects may be difficult to evaluate, the extent to which demand for our products and services will increase, if at all, could be impacted by our ability to do the following:

~~Our~~· ~~independent~~attract ~~registered~~new ~~Public~~customers ~~Accounting~~to ~~firm’s~~our ~~auditors’~~products ~~report~~or ~~includes~~services; an· ~~explanatory~~develop, ~~paragraph~~renew ~~stating~~and ~~that~~expand ~~there~~contracts; is· ~~substantial~~acquire ~~doubt~~and ~~about~~maintain market share; · attract, integrate, train and retain leadership and other highly qualified personnel; · achieve or manage growth in our ~~ability~~operations; · acquire new technologies; · adapt to ~~continue~~required redirection or changes in services or direction caused by geopolitical crises; · successfully develop and commercially market new products and services; · keep pace with technological developments; · timely address the increasingly sophisticated needs of our customers, including as a ~~going~~result ~~concern~~of changes in government regulation related to our products and services; · secure sufficient quantities or cost-effective production of our products due to supply chain challenges; · adapt to new or changing policies and spending priorities of governments and government agencies; · generate sufficient revenue to achieve or maintain profitability; and · access initial and additional capital when required and on reasonable terms.

WeIf ~~are~~we anfail ~~early-stage~~to ~~company~~address ~~with~~these ~~little~~and orother nochallenges, ~~historical~~risks ~~performance~~and ~~for~~uncertainties ~~you~~successfully, toour ~~base~~business, anresults ~~investment~~of ~~decision upon~~operations, prospects and wefinancial ~~may~~condition ~~never~~would ~~become~~be ~~profitable~~materially harmed.

We17 ~~are~~Table ~~a recently formed company. For the period ending September 30, 2021, we had revenues~~ of $1,116 and a net loss of $212,636. Accordingly, we have limited historical performance upon which you may evaluate our prospects for achieving our business objectives and becoming profitable in light of the risks, difficulties and uncertainties frequently encountered by early-stage companies such as us. Accordingly, before investing in our common stock, you should consider the challenges, expenses, and difficulties that we will face as an early-stage company, and whether we will ever become profitable.Contents

IfWe we are ~~unable~~an toearly-stage ~~generate~~company ~~sufficient~~with ~~revenues~~a ~~for~~history ~~our~~of ~~operating expenses~~losses, weand ~~will need financing which~~ we ~~may~~expect ~~be unable~~ to ~~obtain;~~incur ~~should~~significant weexpenses ~~fail~~and tocontinuing ~~obtain~~losses ~~sufficient~~for ~~financing,~~the ~~our~~foreseeable ~~revenues will be negatively impacted~~future.

~~For~~We ~~the~~have ~~period~~incurred ~~ended~~significant ~~September~~net ~~30,2021,~~losses weto ~~had revenues of $1~~date,~~116~~ and awe ~~net~~expect ~~loss~~that ~~of $212,636. Because~~ we ~~have~~will ~~limited~~continue ~~revenues~~to ~~and~~incur ~~lack~~net ~~historical~~losses ~~financial~~for ~~data,~~the ~~including~~foreseeable ~~revenue data, our~~ future ~~revenues are unpredictable~~. ~~ly.~~We ~~After~~have ~~this~~incurred ~~registration~~net ~~statement~~losses isin ~~declared~~each ~~effective~~period since our ~~operating expenses will increase by approximately $15~~inception,~~000~~ ~~per~~including ~~month and be approximately~~ $30 493,~~000~~852 ~~per~~for ~~month~~the orthree ~~$360,000~~months ~~annually.~~ended WeMarch ~~will require $30~~31,~~000~~ ~~per~~2025 ~~month~~and or2024 ~~$360,000~~and ~~over~~ the ~~next~~years ~~twelve~~ended ~~months~~December to31, ~~meet~~2024 ~~our~~and ~~existing operational costs~~2023, ~~which~~respectively. ~~consist~~As of ~~$80~~March 31,~~000~~ to2025, ~~comply~~we ~~with~~had ~~the costs of being~~ an ~~SEC~~accumulated ~~reporting~~deficit ~~company~~of $2,494,048 .

AsDeveloping ofproducts and services in the ~~date~~defense ofand ~~this~~broader ~~registration~~aerospace ~~statement~~industry is very time-consuming, and expensive and, to date, we ~~had~~have ~~cash~~devoted ona ~~hand~~significant amount of ~~approximately~~our ~~$95,870~~resources ~~for~~to our ~~operational~~R&D ~~needs~~programs. IfThese weprograms ~~fail~~may tonot ~~generate~~produce ~~sufficient~~successful ~~revenues~~results, toand ~~meet~~ our ~~monthly~~new ~~operating~~products ~~costs,~~and weservices ~~will~~may not ~~have~~achieve ~~available~~market ~~cash~~acceptance, ~~for~~create ~~our~~additional ~~operating~~revenue ~~needs~~or ~~based~~become ~~upon~~profitable. We expect our ~~present~~expenses ~~costs~~to ofincrease ~~$15~~in connection with our ongoing activities,~~000~~ ~~(pre-effectiveness~~particularly ofas we aim to significantly increase our headcount in the Snear-1term, ~~Registration~~advance ~~Statement)~~the ~~after~~development ~~approximately~~of 7our ~~months~~aircraft and other products, seek regulatory approvals, and launch and commercialize our products at scale.

~~Until~~In weaddition ~~generate~~to ~~material~~the ~~operating~~expected ~~revenues~~costs to grow our business, we ~~require~~also expect to incur significant additional ~~debt~~legal, oraccounting ~~equity~~and ~~funding~~other toexpenses ~~continue~~as ~~our~~a ~~operations~~newly public company. WeIf ~~intend~~we fail to ~~raise~~increase ~~additional~~our ~~funds~~revenue ~~from~~to anoffset ~~offering~~the ofincreases in our ~~stock~~operating expenses, we may not achieve or sustain profitability in the future;. ~~however,~~We ~~this~~will ~~offering~~need ~~may~~to ~~never~~generate ~~occur~~substantial additional revenue to achieve and then sustain profitability, orand even if itwe ~~occurs~~achieve profitability, we ~~may~~cannot be sure that we will remain profitable for any period of time. Even if this offering is successful, we will require substantial additional capital to finance our operations and fund our R&D programs. If we are unable to raise ~~the~~capital ~~required~~when ~~funding.~~needed Weor doon ~~not~~acceptable ~~have~~terms, ~~any~~then ~~plans~~we may be forced to delay, reduce or ~~specific~~eliminate ~~agreements~~our ~~for~~R&D ~~new~~activities ~~sources~~as ofwell ~~funding~~as our commercialization efforts, ~~and~~which wecould have noa ~~agreements~~material ~~for~~adverse ~~financing~~effect inon ~~place~~our business, growth prospects and financial condition.

We ~~are~~have ~~dependent~~made onand may in the ~~sale~~future ofmake ~~our~~acquisitions ~~securities~~and toinvestments, ~~fund~~which ~~our~~involve ~~operations~~numerous risks.

ToWe ~~date,~~have wemade ~~had~~certain ~~minimal~~acquisitions, ~~revenues~~including our acquisitions of ~~only~~the ~~$1,116~~acquired ~~from~~assets ~~our~~in ~~operations.~~connection ~~From~~with ~~February~~the 19Asset Acquisition Transaction, ~~2021~~and continue to ~~present,~~routinely weevaluate ~~sold~~potential 2acquisitions,~~564,982~~ ~~shares~~investments ofand ~~our~~strategic ~~common~~alliances ~~shares~~involving ~~for~~complementary ~~$314~~technologies,~~496.40~~ ~~which~~teams, ~~funds~~products ~~our~~and ~~current operations~~companies. We ~~are~~expect ~~dependent~~to oncontinue ~~the~~to ~~sale~~pursue ofsuch ~~our~~transactions ~~securities~~if toappropriate ~~fund~~opportunities ~~our~~arise. ~~operations,~~ and ~~will~~a ~~remain~~portion ~~so,~~of ~~until~~the weproceeds ~~generate~~of ~~sufficient~~this ~~revenues~~offering tomay ~~pay~~be ~~for~~used ~~our~~to ~~operating~~fund ~~costs~~acquisitions. ~~Our~~See ~~officers~~“Use ~~and~~Of ~~directors~~Proceeds” ~~have~~As ~~made~~of nothe ~~written~~date ~~commitments~~of ~~with~~this ~~respect~~prospectus, towe ~~providing~~do anot ~~source~~have ofany ~~liquidity~~binding inagreements ~~the~~or ~~form~~commitments ofto ~~cash~~enter ~~advances,~~into ~~loans~~any ~~and/or~~material ~~financial guarantees~~acquisitions.

~~Expenses~~Moreover, ~~required~~we may not be able to ~~operate~~identify asother apotentially ~~public~~suitable ~~company~~transactions ~~will~~in ~~reduce~~the ~~funds~~future ~~available~~or if we do identify such transactions, we may not be able to ~~develop~~complete ~~our~~them ~~business~~on commercially acceptable terms or at all and ~~could~~may ~~negatively~~face ~~affect~~intense ~~our~~competition ~~stock~~for ~~price~~such opportunities. In pursuing transactions, we have and ~~adversely~~will ~~affect~~continue to face numerous risks, including diverting management’s attention from normal daily operations of our ~~results~~business; difficulties in integrating the financial reporting capabilities and operating systems of any acquired operations to maintain effective internal control over financial reporting and disclosure controls and procedures; potential loss of key personnel of the acquired company as well as their know-how, ~~cash~~relationships ~~flow~~and expertise; challenges successfully integrating acquired personnel, operations and ~~financial~~businesses; ~~condition~~failing to realize the anticipated synergies and benefits of an acquisition; maintaining favorable business relationships of acquired operations; generating insufficient revenue from completed transactions to offset expenses associated with our efforts; acquiring material or unknown liabilities associated with any acquired operations; litigation associated with merger and acquisition transactions; and increasing expense associated with amortization or depreciation of intangible and tangible assets we acquire.

~~Operating~~Our asacquisitions, aincluding ~~public~~the ~~company~~Asset isAcquisition ~~more~~Transaction, ~~expensive~~have ~~than~~required ~~operating~~and ascontinue ato ~~private~~require ~~company,~~significant ~~including~~management ~~additional~~time ~~funds~~and ~~required~~attention relating to ~~obtain~~the ~~outside~~transactions. ~~assistance~~Past ~~from legal~~transactions, ~~accounting,~~whether ~~investor~~completed ~~relations,~~ or ~~other~~abandoned ~~professionals~~by ~~that~~us, ~~could~~have beresulted, ~~more~~and ~~costly~~in ~~than~~the ~~planned.~~future We may ~~also~~result, bein ~~required~~significant totime ~~hire~~and ~~additional~~attention, ~~staff~~costs, expenses, liabilities and charges to ~~comply~~earnings. ~~with~~The ~~additional~~accounting ~~SEC~~treatment ~~reporting~~for ~~requirements.~~any Wefuture ~~anticipate~~transaction ~~that~~may ~~the~~result ~~cost~~in ofsignificant ~~SEC~~amortizable ~~reporting~~intangible ~~will~~assets bewhich, ~~approximately~~when ~~$80~~amortized,~~000~~ ~~annually.~~will ~~Our~~negatively ~~failure~~affect toour ~~comply~~consolidated ~~with~~results ~~reporting~~of ~~requirements~~operations. ~~and~~The ~~other~~accounting ~~provisions~~treatment ofmay ~~securities~~also ~~laws~~result ~~could~~in ~~negatively~~significant ~~affect~~goodwill, ~~our~~which, ~~stock~~if ~~price~~impaired, ~~and~~will ~~adversely~~negatively affect our consolidated results of operations~~, cash flow and financial condition~~. IfFurthermore, we ~~fail~~may toincur ~~meet~~additional ~~these~~debt ~~requirements,~~or weissue ~~will~~equity besecurities ~~unable~~ to ~~secure~~pay afor ~~qualification~~transactions. ~~for~~The ~~quotation,~~incurrence of ~~our~~additional ~~securities~~debt oncould ~~the~~limit ~~OTC~~our ~~Bulletin~~operating ~~Board,~~flexibility ~~or,~~and ifbe wedetrimental ~~have~~to ~~secured~~our ~~a qualification~~profitability, weand ~~may lose~~ the ~~qualification~~issuance ~~and~~of ~~our~~equity securities would nobe ~~longer~~dilutive ~~trade~~to onour ~~the~~existing ~~OTC Bulletin Board~~stockholders. ~~Further,~~Any ifor weall ~~fail~~of tothe ~~meet~~above ~~these~~factors ~~obligations~~may ~~and~~differ ~~consequently~~from ~~fail~~the toinvestment ~~satisfy~~community’s ~~our~~expectations ~~SEC reporting obligations, investors will then own stock~~ in a ~~company~~given ~~that~~quarter, ~~does~~which ~~not~~could ~~provide~~negatively ~~the~~affect ~~disclosure~~our ~~available~~stock inprice. ~~quarterly,~~In ~~annual~~the ~~reports~~event ~~and~~we ~~other~~make ~~required~~future ~~SEC reports~~investments, ~~which~~the ~~would~~investments bemay ~~otherwise~~decline ~~publicly~~in ~~available~~value, ~~leading~~we tomay ~~increased~~lose ~~difficulty~~all inor ~~selling~~part ~~their~~of ~~stock due to~~ our ~~becoming a non-reporting issuer~~investment.

-18 ~~13 -~~ Table of Contents

We ~~are~~may annot ~~early-stage~~be ~~development~~able ~~company~~to successfully integrate the businesses and personnel of acquired companies and businesses, including those acquired in the Asset Acquisition Transaction, and wemay ~~have~~not anrealize ~~unproven~~the ~~business~~anticipated ~~model~~synergies and benefits of such acquisitions.

We ~~completed~~may not be able to realize the ~~first~~expected ~~stage~~benefits from acquisitions, including the Asset Acquisition Transaction, because of ~~development~~integration difficulties or other challenges. The success of our ~~Platform~~acquisitions onwill ~~July~~depend, 31in part,~~2021,~~ on our ability to realize all or some of the anticipated synergies and ~~since~~other ~~then~~benefits from integrating the acquired businesses with our ~~Platform’s~~existing ~~App~~businesses. ~~has~~Integration ~~become~~activities ~~available~~can inbe ~~Google~~costly, ~~Store~~complex and ~~Apple~~time ~~store~~consuming. We ~~have~~The ~~not~~potential ~~yet~~difficulties ~~developed~~we ~~material~~may ~~revenues.~~face Wein ~~have~~integrating ~~significant~~the ~~development~~operations ~~steps~~of toour ~~accomplish~~acquisitions include, among others: the failure to ~~prove~~implement our business ~~model~~plans for the combined businesses and consolidation or expansion of production capacity as planned and where applicable; unexpected losses of key employees, ~~including~~customers ~~those~~or ~~matters~~suppliers ~~pertaining~~of toour acquired companies and businesses; unanticipated issues in conforming our acquired companies’ and businesses’ standards, processes, procedures and controls with our operations; coordinating new product and process development; increasing the ~~promotion~~scope, geographic diversity and complexity of our ~~Platform~~operations; diversion of management’s attention from other business concerns; adverse effects on our or our acquired companies’ and ~~developing~~businesses’ ~~material~~existing ~~sales.~~business ~~Should~~relationships; weunanticipated ~~fail~~changes toin ~~sufficiently~~applicable ~~develop~~laws and regulations; operating risks inherent in our acquired companies’ and businesses’ business ~~model~~and operations; unanticipated expenses and~~/or~~ ~~generate~~liabilities; ~~material~~potential ~~revenues,~~unfamiliarity with our ~~results~~acquired companies and businesses technology, products and markets, which may place us at a competitive disadvantage; and other difficulties in the assimilation of our acquired companies and businesses operations, ~~will~~technologies, beproducts ~~negatively~~and ~~impacted~~systems.

~~Our~~Any ~~growth~~acquired ~~depends~~companies inand ~~part~~businesses onmay ~~the~~have ~~success~~unanticipated or larger than anticipated liabilities for patent and trademark infringement claims, violations of ~~our~~applicable ~~relationships~~laws, ~~agreements~~rules and regulations, commercial disputes, taxes and ~~arrangements~~other ~~with~~known ~~third~~and ~~parties~~unknown types of liabilities. There may be liabilities that we underestimated or did not discover in the course of performing our due diligence investigation of our acquired companies and businesses. We may have No recourse or limited recourse under the applicable acquisition-related agreement to recover damages relating to the liabilities of our acquired companies and businesses.

~~The~~We ~~success~~may not be able to maintain or increase the levels of revenue, earnings or operating efficiency that we, and each of our ~~Platform~~acquired ~~depends~~companies and businesses, inhad ~~part~~historically achieved or might achieve separately. In addition, ~~upon~~we may not accomplish the ~~Platform~~integration ~~App’s~~smoothly, ~~ability~~successfully toor ~~integrate~~within ~~third-party~~the ~~relationships~~anticipated costs or timeframe. If we experience difficulties with the integration process or if the business of our acquired companies or businesses deteriorates, ~~agreements~~the anticipated cost savings, growth opportunities and ~~arrangements,~~other ~~including~~synergies ~~those~~of ~~involving~~our ~~actual~~acquired companies and ~~potential~~businesses ~~Sending~~may ~~Consumers,~~not ~~Receiving~~be ~~Consumers,~~realized ~~Shops,~~fully ~~and~~or ~~Brands.~~at ~~Should~~all, weor ~~fail~~may take longer to berealize ~~successful~~than inexpected. If any of the ~~foregoing~~above risks occur, our business, financial condition, results of operations ~~will~~and cash flows may be ~~negatively~~materially ~~impacting~~and adversely impacted, we may fail to meet the expectations of investors or analysts, and our ~~operations.~~stock price may decline as a result.

~~Should~~We weface ~~encounter~~significant ~~difficulties~~competition ~~with~~from ~~our~~other ~~software,~~UAV ~~our~~and ~~results~~aerospace technology companies, many of ~~operations~~which ~~may~~have besubstantially ~~negatively~~greater ~~impacted.~~resources and established market positions

~~Third-party~~The ~~developers~~unmanned ~~may~~aerial ~~change~~systems ~~the~~industry ~~features~~is ofhighly ~~their~~competitive ~~offering of applications~~ and ~~software~~rapidly ~~or alter the terms that are adverse to us. We may also be unable to maintain our relationships with certain third parties if we are unable to integrate our Platform with their offerings. In addition~~evolving, ~~third~~particularly ~~parties~~in ~~may refuse to partner with us or limit or restrict our access to their offerings. We may be unable to adapt to~~ the ~~data~~areas ~~transfer requirements~~ of ~~third-party~~defense, ~~offerings.~~public ~~If third-party applications or software change such that we do not~~safety, orindustrial ~~cannot~~inspection, ~~maintain the compatibility of our Platform with these applications~~ and ~~software,~~autonomous orlogistics. ifAs wea ~~fail~~developer toof ~~ensure~~hybrid ~~there~~vertical ~~are~~takeoff ~~third-party applications~~ and ~~software~~landing ~~that~~(“VTOL”) ~~our~~unmanned ~~customers~~aerial ~~desire~~vehicles ~~to add to their orderings~~(“UAVs”), ~~demand~~long ~~for~~endurance ~~our~~electric ~~Platform could decline. Additionally~~multicopters, ifand wesensor ~~are~~agnostic ~~unable to maintain technical interoperability among~~platforms, ~~Shops,~~Dynamic ~~Sending~~Aerospace ~~Consumers,~~Systems ~~Receiving~~competes ~~Consumers~~with ~~and~~both ~~Brands,~~legacy weaerospace ~~may~~companies ~~be unable to effectively integrate our Platform with other systems~~ and ~~services~~newer ~~they~~drone ~~use~~focused entrants. IfWe weexpect ~~fail~~this tocompetition ~~integrate our Platform with new third-party offerings that our customers need~~ to ~~operate~~intensify ~~their~~as ~~businesses,~~regulatory orpathways tofor ~~provide~~beyond ~~the~~visual ~~proper~~line ~~support or ease~~ of ~~integration~~sight ~~our~~operations ~~customers~~become ~~require,~~more wedefined ~~may not be able to offer the functionality that our customers~~ and ~~their~~commercial ~~consumers~~drone ~~expect,~~applications ~~which~~expand ~~would harm our business~~globally.

~~Our~~19 ~~business~~Table ~~is directly related to the level~~ of business in restaurants, bars, and coffee establishments, should these industry sectors experience material decreases in levels of business and sales, our results of operations will be negatively affectedContents

Many of our competitors have substantially greater financial, management, research and marketing resources than we do. Our ~~results~~competitors ofmay ~~operations~~be ~~are~~able ~~dependent~~to ~~upon~~provide customers with different or greater capabilities or benefits than we can provide in areas such as technical qualifications, past contract performance, geographic presence, price and the ~~level~~availability of ~~business~~key professional personnel, including those with security clearances. Furthermore, many of ~~Shops~~our competitors may be able to utilize their substantially greater resources and economies of scale to develop competing products and technologies, ~~specifically~~manufacture ~~bars~~in high volumes more efficiently, ~~restaurants~~divert sales away from us by winning broader contracts or hire away our employees by offering more lucrative compensation packages. In particular, our competitors may be able to obtain the relevant certification and ~~coffee~~approvals ~~houses~~for their aircraft before us. IfSmall ~~these~~business ~~industry~~competitors ~~sectors~~may ~~experience~~be ~~material~~able ~~declines~~to inoffer ~~the~~more ~~area~~cost competitive products and services, due to their lower overhead costs, and take advantage of small business incentives and set-aside programs for which we are ~~developing~~ineligible. In order to secure contracts successfully when competing with larger, ~~our~~well-financed ~~results~~companies, we may be forced to agree to contractual terms that provide for lower aggregate payments to us over the life of ~~operations~~the ~~will~~contract, bewhich ~~negatively~~could ~~impacted.~~adversely affect our margins.

We ~~expect~~may ~~our~~not ~~quarterly~~be ~~financial~~able ~~results~~ to ~~fluctuate~~keep pace with technological advances and we depend on advances in technology by other companies.

WeThe ~~expect~~defense ~~our~~and ~~net~~broader ~~sales~~aerospace industry continues to undergo significant changes, primarily due to technological developments. Because of the rapid growth and ~~operating~~advancement ~~results~~of technology, shifting consumer tastes and the popularity and availability of other forms of activities, it is impossible to ~~vary~~predict ~~significantly~~the overall effect these factors could have on potential revenue from, ~~quarter~~and profitability of, the defense and broader aerospace industry. The development of specialized software and hardware is a costly, complex and time-consuming process, and investments in product development often involve a long wait until a return, if any, can be achieved on such investment. We might face difficulties or delays in the development process that will result in our inability to ~~quarter~~timely ~~due~~offer products that satisfy the market, which might allow competing products to aemerge ~~number~~during ofthe ~~factors~~development and certification process. We anticipate making significant investments in R&D relating to our products and technology, ~~including~~but ~~changes~~such investments are inherently speculative and require substantial capital expenditures. Any unforeseen technical obstacles and challenges that we encounter in: the R&D process could result in delays in or the abandonment of product commercialization, may substantially increase development costs, and may negatively affect our results of operations. In the time it takes to develop or improve upon a product, that product may become obsolete.

·It ~~Demand~~is ~~for~~impossible to predict the overall effect these factors could have on our ~~Platform~~ability to compete effectively in a changing market, ·and ~~Our~~if ~~ability~~we are not able to ~~obtain~~keep pace with these technological advances, then our revenues, profitability and ~~retain~~results ~~existing~~of ~~Shops~~operations may be materially adversely affected. However, ~~Customers~~if we struggle to adapt to an industry-shifting technological advancement or ~~encourage~~competitor ~~repeat~~offerings ~~purchases,~~that ·render ~~General~~our ~~economic~~products ~~conditions~~relatively less attractive or obsolete, ~~both~~including ~~domestically~~due ~~and~~to incompetitive ~~foreign~~pressures ~~markets,~~we ~~and~~face ·relative ~~The~~to ~~level~~other ofdrone ~~advertising~~companies, ~~and~~it ~~marketing~~could ~~and~~have ~~related~~a ~~costs~~material adverse effect on our business.

AsFurther, awe ~~result~~rely on and will continue to rely on components of ~~the~~our ~~variability~~products that are developed and produced by other companies over which we have limited control. The commercial success of certain of our planned future products will depend in part on advances in these and other ~~factors~~technologies by other companies, and our ~~operating~~ability ~~results~~to procure them from such third parties in ~~future~~a ~~quarters~~timely manner and on economically feasible terms. We may, befrom ~~below~~time-to-time, contract with and support companies developing key technologies in order to accelerate the ~~expectations~~development of such products for our ~~stockholders~~specific uses. Such activities might not result in useful technologies or components for us.

-20 ~~14 -~~ Table of Contents

~~Our~~Due ~~business~~to ~~depends on~~ the ~~actions~~nature of our ~~Shops,~~products ~~Sending~~and ~~Consumers~~services, ~~Receiving~~a ~~Consumers~~product ~~and~~safety ~~Brands~~failure, ~~level~~quality ofissue ~~use~~or ofother ~~our~~failure ~~Platform;~~affecting ~~material~~our ~~decreases~~ or ~~loss of the use of~~ our ~~Platform~~customers’ byor ~~these~~suppliers’ ~~Platform~~products ~~participants,~~or ~~will~~systems ~~adversely~~could ~~affect~~seriously harm our business~~, results of operations, and financial condition~~.

Our ~~ability~~products toand ~~grow~~services ~~and~~are ~~generate~~highly ~~revenues~~sophisticated ~~depends~~and specialized, ininvolve ~~part~~complex advanced technologies, onare ~~our~~often ~~ability~~integrated towith ~~register~~third-party products and ~~then~~services, ~~maintain~~and are utilized for specific purposes that require precision, reliability, and ~~grow~~durability. Many of our ~~relationships~~products ~~with~~and ~~existing~~services ~~customers~~include both hardware and software that involve industrial machinery and intricate aviation and defense systems, ~~consumers~~including commercial and military jet engines, power and ~~shops~~control systems, toand ~~have~~other ~~them~~aircraft ~~increase~~parts, ~~their~~and ~~deployment~~military sensors and ~~use~~command ofand ~~our~~control ~~Platform~~systems. Technical, mechanical, quality, electronic, and other failures may occur from time to ~~increase~~time, whether as a result of manufacturing or ~~maintain~~design ~~transaction~~defect, ~~volume~~operational onprocess, or production issue attributable to us, our ~~Platform~~customers, suppliers, partners, third party integrators, or others. IfProduct wedesign ~~fail~~changes toand ~~obtain~~updates ~~new~~could ~~customers~~also have associated cost and ~~bars~~schedule impacts. In addition, ~~restaurants~~our products could fail as a result of cyber-attacks, ~~and~~such ~~coffee~~as ~~houses~~those that seize control and~~/or~~ ~~customers~~result doin ~~not~~misuse ~~increase~~or ~~their~~unintended use of our ~~platform~~products, or ifother ~~they~~intentional ~~reduce~~acts. ~~the~~The ~~number~~impact of ~~locations~~a ~~using~~catastrophic ~~our~~product ~~platform,~~or ~~then~~system failure or similar event affecting our ~~revenues~~or ~~will~~our ~~decline~~customers’ or suppliers’ products or services could be significant, and ~~our~~could ~~results~~result in injuries or death, property damage, loss of ~~operations~~strategic ~~may~~capabilities, beloss ~~harmed.~~of ~~Additionally~~intellectual property, ~~customers~~loss ~~may~~of ~~not~~reputation, ~~renew~~and ~~their~~other ~~registrations~~significant ornegative ~~contracts~~effects. ~~with~~A usproduct or ~~reduce~~system ~~their~~failure, ~~use~~or perceived failure, could lead to negative publicity, a diversion of ~~our~~management ~~Platform.~~attention, ~~Consumers~~and ~~may~~damage ~~change~~to ~~their~~our ~~purchasing~~reputation ~~habits~~that orcould reduce ~~their~~demand ~~orders~~for ~~from~~ our ~~current~~products ~~customers,~~and ~~which~~services. It could ~~harm~~also ~~their~~result ~~business~~in product recalls and ~~reduce~~product ~~their~~liability ~~use~~and warranty claims (including claims related to the safety or reliability of our ~~Platform~~products) and related expenses, other service, repair and maintenance costs, labor and material costs, customer support costs, significant damages, and other costs, including fines and other remedies, and regulatory and environmental liabilities. We ~~cannot~~may ~~accurately~~also ~~predict~~incur ~~our~~increased ~~customers’~~costs, ~~usage~~delayed ~~levels~~payments, ~~and~~reputational ~~the~~harm, ~~loss~~or oflost ~~customers~~equipment or ~~reductions~~services revenue in ~~the~~connection ~~number~~with ofa ~~locations~~significant ~~that~~issue ~~will~~with ~~use~~a third party’s product with which our ~~Platform~~products are integrated. Further, our insurance coverage may ~~each~~not be adequate to cover all related costs and we may not otherwise be fully indemnified for them. Any of the foregoing could have a ~~negative~~material ~~impact~~adverse effect on our ~~business~~competitive position, results of operations, ~~and~~ financial condition, ~~and~~or ~~may cause our expansion rate to decline~~liquidity.

IfOur wecustomers ~~fail~~may toexperience ~~continue~~service tofailures ~~improve~~or ~~and~~interruptions ~~enhance~~due ~~the~~to ~~functionality,~~defects ~~performance,~~in ~~reliability,~~the ~~design~~software, ~~security~~infrastructure, components or ~~scalability~~engineering ofsystem ~~our~~that ~~Platform,~~compromise inour aproducts ~~manner~~and ~~that~~services, ~~responds~~or due to ~~our~~errors ~~customers’~~in ~~evolving~~product ~~needs~~installation, ~~our~~any ~~business~~of ~~may~~which becould ~~adversely~~harm ~~affected~~our business.

~~The~~Our ~~on-demand~~products ~~commerce~~ and ~~digital~~services ~~ordering~~may ~~markets~~contain ~~are~~undetected ~~characterized~~defects byin ~~rapid~~the ~~technological change~~software, ~~frequent new product and service introductions~~infrastructure, ~~and~~components ~~evolving~~or ~~industry~~engineering ~~standards~~system. ~~Our~~Sophisticated ~~success~~software orand ~~failure~~applications, ~~will~~such beas ~~based~~those onadopted ~~our ability to identify~~ and ~~anticipate~~offered ~~the~~by ~~needs~~us ofin ~~our~~connection ~~customers~~with ~~and~~or ~~design~~as ~~and maintain~~ a ~~platform~~part ~~that~~of ~~provides~~our ~~shops~~VTOL, ~~consumers~~drone, and ~~users~~avionics ~~with~~offerings, ~~the~~may ~~tools~~contain ~~they~~“bugs” ~~need~~that tocan ~~operate~~unexpectedly ~~their~~interfere ~~businesses~~with inthe asoftware ~~manner that is productive~~ and ~~meets~~applications’ orintended ~~exceeds their expectations~~operations. Our ~~ability~~communication toservices ~~attract~~may ~~new~~from ~~customers~~time ~~and~~to ~~shops,~~time ~~retain~~experience ~~revenue from existing customers~~outages, ~~and~~service ~~increase~~slowdowns ~~sales~~or toerrors. ~~both~~Defects ~~new~~may ~~and~~also ~~existing~~occur ~~customers~~in ~~and~~components ~~shops~~or ~~will~~processes ~~depend~~used in ~~large part on~~ our ~~ability~~products toor ~~continue~~for ~~to improve and enhance the functionality, performance, reliability, design, security, and scalability of~~ our ~~Platform~~services.

IfThere ~~our~~can ~~software~~be ~~contains~~no ~~serious~~assurance ~~errors~~that orwe will be able to detect and fix all defects in the hardware, software and services we ~~may~~offer. ~~lose~~Failure ~~revenue~~to do so could result in decreases in sales of our products and ~~market~~services, ~~acceptance~~lost revenues, significant warranty and ~~may~~other ~~incur~~expenses, ~~costs~~decreases in customer confidence and loyalty, losing market share to ~~defend~~our orcompetitors, ~~settle~~and ~~claims~~harm ~~with~~to our ~~customers~~reputation.

~~Software~~Our ~~such~~future assuccess ~~ours~~depends ~~may~~on ~~contain~~the ~~errors,~~continuing ~~defects,~~efforts ~~security~~of ~~vulnerabilities, or software bugs that are difficult to detect or correct, particularly when first introduced or when new versions or enhancements are released. Despite internal testing,~~ our ~~platform~~key ~~may~~personnel contain serious errors or defects, security vulnerabilities, or software bugs that we may be unable to successfully correct in a timely manner or at all, which could result in lost revenue, significant expenditures of capital, a delay or loss in market acceptance, and ~~damage to our reputation and brand, any of which could have an adverse effect~~ on our ~~business~~ability ~~and results of operations. Furthermore, our platform allows us~~ to ~~deploy~~attract ~~new versions~~ and ~~enhancements~~retain tohighly ~~all~~skilled ~~our~~personnel ~~customers~~and ~~simultaneously.~~senior To the extent we deploy new versions or enhancements that contain errors, defects, security vulnerabilities, or software bugs to all our customers simultaneously, the consequences would be more severe than if such versions, or enhancements, were only deployed to a smaller number of our customersmanagement.

WeDue ~~and~~to ~~certain~~the specialized nature of our ~~third-party~~business, ~~partners~~our future performance is highly dependent upon the continued services of our key technical personnel and executive officers, ~~service~~including ~~providers~~the contributions of Kent B. Wilson, our Chief Executive Officer and ~~sub-processors~~Executive ~~transmit~~Chairman, and ~~store~~Jeffrey ~~personal~~D. ~~information~~Hail, our Chief Operating Officer, as well as other members of our ~~customers~~management team, and ~~consumers;~~the ifhiring, ~~the~~development, ~~security~~and retention of ~~this~~qualified ~~information~~technical, isengineering, ~~compromised~~manufacturing, ormarketing, issales, ~~otherwise~~and ~~accessed~~management ~~without~~personnel ~~authorization,~~for our ~~reputation~~operations. ~~may~~The beloss ~~harmed~~of services of any of these individuals could make it more difficult to achieve our business plans. Although we have executed employment agreements or offer letters with each member of our senior management team, these agreements are terminable at will with or without notice and, therefore, we may not be ~~exposed~~able to ~~liability~~retain ~~and~~their services. We do not currently maintain “key person” life insurance on the lives of our executives. This lack of insurance means that we may not have adequate compensation for the loss of ~~business~~the services of these individuals.

We ~~transmit~~aim ~~and~~to ~~store~~significantly ~~personal~~increase ~~information~~our ~~and~~headcount ~~other~~in ~~confidential~~the ~~information~~near-term, ofbut ~~our~~have ~~partners~~experienced, ~~our~~and ~~customers~~continue to experience, ~~and~~challenges ~~consumers.~~hiring ~~Third-party~~highly ~~applications~~qualified ~~integrated~~personnel ~~with~~including ~~our~~engineers, ~~platform~~pilots, ~~may~~skilled ~~also~~laborers, ~~handle~~and orsecurity ~~store~~clearance ~~personal~~holders. ~~information~~Currently, ~~credit~~there ~~card~~is ~~information,~~a ~~including~~shortage ~~cardholder~~of ~~data~~pilots ~~and~~that ~~sensitive~~could ~~authentication~~exacerbate ~~data,~~over ortime ~~other~~as ~~confidential~~more ~~information.~~pilots Wein dothe ~~not~~industry ~~proactively~~approach ~~monitor~~mandatory ~~the~~retirement ~~content~~age ~~that~~which ~~our~~will ~~customers~~affect ~~upload~~our ~~and~~Training ~~store,~~segment. orWe ~~the~~expect ~~information~~these ~~provided~~difficulties to uscontinue ~~through~~in the ~~applications~~future. ~~integrated~~In ~~with~~addition, ~~our~~the ~~platform,~~cost ~~and,~~of ~~therefore,~~labor weremains dohigh. ~~not~~Some ~~control~~candidates ~~the~~and ~~substance~~new ofpersonnel ~~the~~may ~~content~~have onjob-related ~~our~~expectations ~~servers,~~that ~~which~~differ ~~may~~from ~~include~~our ~~personal~~current ~~information.~~workforce ~~Additionally,~~and weare ~~use~~inconsistent ~~third-party~~with ~~service~~our ~~providers~~corporate ~~and~~culture. ~~sub-processors~~With respect to ~~help~~existing uspersonnel, ~~deliver~~some ~~services~~may tobecome ~~customers~~required ~~and~~to ~~consumers.~~receive ~~These~~various ~~service~~security ~~providers~~clearances and ~~sub-processors~~substantial ~~may~~training ~~handle~~in ororder ~~store~~to ~~personal~~work ~~information,~~on ~~credit~~certain ~~card~~programs ~~information,~~ or ~~other~~perform ~~confidential~~certain ~~information~~tasks. ~~There~~Necessary ~~may~~security inclearances ~~the~~may ~~future~~ be ~~successful~~delayed, ~~attempts~~which bymay ~~third~~impact ~~parties~~our toability ~~obtain unauthorized access~~ to ~~the~~perform ~~personal~~on ~~information of~~ our ~~partners,~~U.S. ~~our~~government ~~customers, and consumers~~contracts. ~~This~~We ~~information~~also ~~could~~may ~~also~~not be ~~otherwise~~successful ~~exposed~~in ~~through~~training ~~human~~or ~~error,~~developing ~~malfeasance,~~qualified orpersonnel ~~otherwise.~~with ~~The~~the ~~unauthorized~~requisite ~~release,~~relevant ~~unauthorized~~skills ~~access,~~ or ~~compromise~~security ofclearances. ~~this~~Moreover, ~~information~~some ~~could~~of ~~have an adverse effect on~~ our ~~business,~~employees ~~financial~~are ~~condition,~~covered ~~and~~by ~~results~~collective ofbargaining ~~operations~~agreements. ~~Even~~If ifwe ~~such~~have aadditional ~~data~~challenges ~~breach~~renegotiating ~~did~~agreements ~~not~~or ~~arise~~if ~~out~~our ofemployees ~~our~~pursue ~~actions~~new orcollective ~~inactions~~representation, orthen ifwe itcould ~~were~~experience toadditional ~~affect~~costs ~~one~~ and/or ~~more~~be ofsubject ~~our~~to ~~competitors~~work orstoppages. ~~our~~Any ~~customers’~~of ~~competitors,~~ the ~~resulting~~above ~~consumer~~factors ~~concern~~ could ~~negatively~~seriously ~~affect~~harm our ~~customers and our~~ business.

-21 ~~15 -~~ Table of Contents

WeIf ~~are~~our ~~subject~~information totechnology ~~stringent~~systems ~~and~~or ~~changing~~data, ~~privacy~~or ~~laws~~the third parties with whom we work, ~~regulations~~are ~~and~~or ~~standards~~were compromised, ~~and~~we ~~contractual~~could ~~obligations~~experience ~~related~~adverse toconsequences ~~data~~resulting ~~privacy~~from ~~and~~such ~~security.~~compromise, ~~Our~~including ~~actual~~but not limited to regulatory investigations or ~~perceived~~actions; ~~failure~~litigation; tofines ~~comply~~and ~~with~~penalties; ~~such~~disruptions ~~obligations~~of ~~could~~our business operations; reputational harm; ~~our~~loss ~~reputation,~~of ~~subject~~revenue usor toprofits; ~~significant~~loss ~~fines~~of customers or sales; and ~~liability~~other adverse consequences, orrisks ~~adversely~~which ~~affect~~are amplified by our ~~business~~work for world governments.

~~Foreign~~In ~~jurisdiction in which our current or potential future customers may operate has established privacy and data security laws, rules, and regulations. The European Union, or EU, has adopted~~ the ~~General~~ordinary ~~Data~~course ~~Protection Regulation, or GDPR, which went into effect on May 25, 2018. Among other requirements, the GDPR regulates transfers~~ of ~~personally~~our ~~identifiable information from the EU to non-EU countries~~business, ~~such~~we asand the ~~United~~third ~~States.~~parties ~~Under~~with ~~the~~whom ~~GDPR,~~we ~~fines~~work ofmay upprocess ~~to €20 million or up to 4% of the annual global revenue of the noncompliant company~~proprietary, ~~whichever is greater~~confidential, ~~could~~and besensitive ~~imposed for violations of certain GDPR requirements. Moreover~~data, ~~individuals~~including ~~can~~personal ~~claim damages as a result of GDPR violations. Other jurisdictions outside the EU are similarly introducing or enhancing privacy and~~ data ~~security laws~~, ~~rules,~~ and ~~regulations,~~third-party ~~which~~intellectual ~~may increase the risks associated with non-compliance~~property.

~~Certain~~In ~~current~~conjunction orwith ~~potential~~defense ~~future~~procurements, some international customers ~~are~~require ~~subject~~contractors to ~~the~~comply ~~GDPR~~with industrial cooperation regulations, ~~and~~including weentering ~~may~~into beindustrial ~~required~~participation, industrial development or localization agreements, sometimes referred to ~~assist~~as ~~such~~offset ~~customers~~agreements ~~with~~or ~~their~~offset ~~compliance~~contracts, ~~obligations~~as a condition to obtaining orders for our products and services. ~~While~~These weoffset ~~are~~agreements ~~not~~generally ~~currently~~extend ~~subject~~over toseveral years and obligate the ~~GDPR~~contractor ~~ourselves~~to perform certain commitments, ~~many~~which ofmay ~~our~~include ~~customers~~in-country ~~are~~purchases, ~~subject~~technology transfers, local manufacturing support, consulting support to ~~the~~in-country ~~GDPR~~projects, investments in joint ventures and financial support projects, and preference for local suppliers or subcontractors. WeThe ~~may~~customer’s expectations in respect of the scope of offset commitments can be ~~required~~substantial, toincluding ~~expend~~high-value ~~resources~~content, and may exceed existing local technical capability. Failure to ~~assist~~meet ~~our~~these ~~customers~~commitments, ~~with~~which ~~such~~can ~~compliance~~be ~~obligations.~~subjective ~~Assisting~~and outside of our ~~customers~~control, may result in ~~complying~~significant ~~with~~penalties, ~~the~~and ~~GDPR~~could orlead ~~complying~~to ~~with~~a reduction in sales to a country. Furthermore, some of our existing offset agreements are dependent upon the ~~GDPR~~successful ~~ourselves~~operation ifof joint ventures that we ~~further~~do ~~expand~~not control and involve products and services that are outside of our core business, inwhich may increase the EUrisk inof ~~the~~breaching ~~future~~our ~~may~~obligations, ~~cause~~exposing us to ~~incur~~compliance ~~substantial~~risks ~~operational~~of ~~costs~~the orjoint ~~require~~venture, usand impairing our ability to ~~change~~recover our ~~business~~investment. ~~practices~~For tomore ~~maintain~~information ~~such~~on ~~information~~our inindustrial development obligations, including the ~~European~~notional ~~Economic~~value ~~Area~~of our remaining industrial development obligations and potential penalties for non-compliance, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Commitments”.

~~The~~Cyberattacks, ~~regulatory~~malicious ~~framework~~internet-based ~~for~~activity, ~~privacy~~and online and offline fraud are prevalent and continue to increase. These threats are becoming increasingly difficult to detect and as a government contractor, these security ~~issues~~threats are amplified. These threats come from a variety of sources, including traditional computer “hackers,” threat actors, personnel (such as through theft or misuse), “hacktivists,” organized criminal threat actors, sophisticated nation-states, and nation-state-supported actors. Some actors now engage and are expected to continue to engage in cyberattacks, including without limitation nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, we and the ~~United~~third ~~States~~parties iswith ~~rapidly~~whom ~~evolving~~we work may be vulnerable to a heightened risk of these attacks, including retaliatory cyberattacks that could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our products. ~~Laws~~We inand ~~all~~the 50third ~~states~~parties ~~require~~with uswhom we work may be subject to ~~provide~~a ~~notice~~variety of other evolving threats, including, but not limited to, ~~customers~~social-engineering ~~when~~attacks ~~certain~~(including ~~sensitive~~through ~~personal~~deep ~~information~~fakes, ~~has~~which ~~been~~may ~~disclosed~~be increasingly more difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of aadvanced ~~data~~persistent ~~breach.~~threat ~~These~~intrusions), ~~laws~~denial-of-service ~~are~~attacks, ~~frequently~~credential ~~inconsistent~~stuffing, ~~and~~credential ~~compliance~~harvesting, inpersonnel ~~the~~misconduct ~~event~~or oferror, aransomware ~~widespread~~attacks, supply chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data ~~breach~~or isother ~~costly~~information technology assets, adware, telecommunications failures, attacks enhanced or facilitated by artificial intelligence, and other similar threats. ~~Moreover~~In particular, ~~states~~ransomware ~~regularly~~attacks, ~~enact~~including ~~new~~those ~~laws~~from organized criminal threat actors, nation-states and ~~regulations~~nation-state supported actors, ~~which~~are ~~require~~becoming usincreasingly prevalent and severe and can lead to ~~provide~~significant ~~consumers~~interruptions, ~~with~~delays, ~~certain~~or ~~disclosures~~outages ~~related~~in our operations, ability to provide our ~~privacy~~products ~~practices~~and services, asloss ~~well~~of asdata, ~~maintain~~loss of income, significant extra expenses to restore data or systems, ~~necessary~~reputational loss and the diversion of funds. To alleviate the financial, operational and reputational impact of a ransomware attack, it may be preferable to ~~allow~~make ~~customers~~extortion payments, but we may be unwilling or unable to ~~invoke~~do ~~their~~so ~~rights.~~(including, for example, if applicable laws prohibit such payments).

~~Payment~~Additionally, ~~transactions~~hybrid ~~processed~~and onremote ~~our~~work ~~platform~~has ~~may~~become ~~subject~~more uscommon and has increased risks to ~~regulatory~~our ~~requirements~~information technology systems and ~~the~~data, ~~rules~~as more of ~~payment~~our ~~card~~employees ~~networks~~utilize network connections, computers, and ~~other~~devices outside our premises or network, including working at home, while in transit, and in public locations. Future or past business transactions (such as acquisitions or integrations) could also expose us to additional cybersecurity risks ~~that~~and vulnerabilities, as our systems could be ~~costly~~negatively ~~and~~affected ~~difficult~~by tovulnerabilities ~~comply~~present ~~with~~in acquired or integrated entities’ systems and technologies. Furthermore, we may discover security issues that ~~could~~were ~~harm~~not found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into our ~~business~~information technology environment and security program.

~~The~~22 ~~payment~~Table card networks require us to comply with payment card network operating rules, including special operating rules that apply to us as a “payment service provider” that provides payment processing-related services to merchants and payment processors. The payment card networks set these network rules and have discretion to interpret them and change them. We are also required by our payment processors to comply with payment card network operating rules, and we have agreed to reimburse our payment processors for any fines they are assessed by payment card networks as a result of any rule violations by us or our customers. Any changes to or interpretations of the network rules that are inconsistent with the way we and the payment processors and merchants currently operate may require us to make changes to our business that could be costly or difficult to implement. If we fail to make such changes or otherwise resolve the issue with the payment card networks, the networks could fine us, cancel or suspend our registration as a payment service provider, or prohibit us from processing payment cards, which would have an adverse effect on our business, financial condition, and operating results. In addition, violations of the network rules or any failure to maintain good standing with the payment card networks as a payment service provider could impact our ability to facilitate payment card transactions on our platform, increase our costs, or could otherwise harm our business. If we were unable to facilitate payment card transactions on our platform, or were limited in our ability to do so, our business would be materially and adversely affected.Contents

IfWe werely ~~fail~~upon tothird ~~comply~~parties ~~with the rules~~ and ~~regulations~~technologies ~~adopted~~to byoperate ~~the~~critical ~~payment~~business ~~card~~systems ~~networks,~~to weprocess ~~would~~sensitive beinformation in ~~breach~~a variety of ~~our~~contexts, ~~contractual~~including, ~~obligations~~without tolimitation, ~~our~~cloud-based ~~payment~~infrastructure, ~~processors~~encryption and authentication technology, ~~financial~~employee ~~institutions~~email, orand ~~partners~~other functions. ~~Such~~Our ~~failure~~ability to ~~comply~~monitor ~~may~~these ~~subject~~third usparties’ toinformation ~~fines,~~security ~~penalties,~~practices ~~damages~~is limited, ~~higher~~and ~~transaction~~these ~~fees~~third ~~and~~parties ~~civil~~may ~~liability,~~not ~~and~~have ~~could~~adequate ~~eventually~~information ~~prevent~~security usmeasures ~~from~~in ~~processing~~place. orWhile ~~accepting~~we ~~payment~~may ~~cards~~be orentitled ~~could~~to ~~lead~~damages if the third parties with whom we work fail to asatisfy ~~loss~~their ofprivacy ~~payment~~or ~~processor~~security-related ~~partners~~obligations to us, ~~even~~any ifaward ~~there~~may isbe noinsufficient ~~compromise~~to ofcover ~~customer~~our damages, or ~~consumer~~we ~~information~~may be unable to recover such award. In ~~the~~addition, ~~event~~supply ~~that~~chain attacks have increased in frequency and severity, and we ~~are~~cannot ~~found~~guarantee tothat bethird parties’ infrastructure in ~~violation~~our ofsupply ~~any~~chain or that of ~~these~~the ~~legal~~third orparties ~~regulatory~~with ~~requirements,~~whom ~~our~~we ~~business,~~work ~~financial~~have ~~condition,~~not ~~and~~been ~~results~~compromised. ofWe ~~operations~~may ~~could~~share beor ~~harmed~~receive sensitive information with or from third parties.

-While 16we -have ~~Table~~implemented security measures designed to protect against security incidents, there can be No assurance that these measures will be effective. We take steps designed to detect, mitigate and remediate vulnerabilities in our information security systems (such as our hardware and/or software, including that of ~~Contents~~third parties with whom we work), but we may not be able to detect, mitigate, and remediate all such vulnerabilities including on a timely basis. It may also be difficult and/or costly to detect, investigate, mitigate, contain, and remediate a security incident. Further, we may experience delays in developing and deploying remedial measures and patches designed to address identified vulnerabilities. Vulnerabilities could be exploited and result in a security incident. Actions taken by us or the third parties with whom we work to detect, investigate, mitigate, contain, and remediate a security incident could result in outages, data losses, and disruptions of our business. Threat actors may also gain access to other networks and systems after a compromise of our networks and systems.

~~Our~~Any ~~business~~of isthe ~~highly~~previously ~~competitive~~identified or similar threats could cause a security incident or other interruption that could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our sensitive information or our information technology systems, or those of the third parties with whom we work. A security incident or other interruption could disrupt our ability (and that of third parties with whom we work) to provide our products and services. We may beexpend ~~unable~~significant resources or modify our business activities to ~~compete~~try ~~successfully~~to protect against ~~current~~security incidents. Certain data privacy and ~~future~~security ~~competitors~~obligations require us to implement and maintain specific industry-standard or otherwise reasonable security measures to protect our information technology systems and sensitive information.

WeApplicable ~~face~~data ~~competition~~security inand ~~various~~public ~~aspects~~company ofdisclosure ~~our~~obligations ~~business~~may require us, ~~and~~or we ~~expect~~may ~~such~~voluntarily ~~competition~~choose, to ~~intensify~~notify inrelevant ~~the~~stakeholders ~~future,~~of ascertain ~~existing~~security ~~and new competitors~~incidents, including ~~those~~affected ~~that~~individuals, ~~introduce~~customers, ~~new~~regulators ~~solutions~~and investors, or ~~enhance~~to ~~existing~~take ~~solutions~~other ~~that~~actions, ~~are~~such ~~directly~~as ~~competitive~~providing ~~with~~credit ~~our~~monitoring ~~modules.~~and Weidentity ~~may~~theft ~~compete~~protection ~~against~~services. ~~providers~~Such indisclosures ~~the~~and ~~geographic~~related ~~areas~~actions wecan ~~are~~be ~~then concentrating upon~~costly, ~~including~~and ~~white-label~~the ~~digital~~disclosures ~~ordering~~or ~~solution~~the ~~providers,~~failure ~~restaurant-focused~~to ~~platforms,~~comply ~~and~~with ~~others~~such ~~that~~applicable ~~provide~~requirements, ~~direct~~could ~~digital~~lead ~~ordering~~to ~~solutions,~~adverse ~~and~~consequences. ~~custom~~If ~~software~~we ~~providers.~~(or ~~Our~~a ~~potential~~third ~~new~~party orwith ~~existing~~whom ~~competitors~~we ~~may~~work) beexperience ~~able~~a tosecurity ~~develop~~incident ~~solutions~~or ~~that~~ are ~~better~~perceived ~~received~~to byhave ~~customers~~experienced ora ~~may~~security beincident, ~~able~~we tomay ~~respond~~experience ~~more~~adverse ~~quickly~~consequences. ~~and~~These ~~effectively~~consequences ~~than~~may weinclude: ~~can~~government toenforcement ~~new~~actions or(for ~~changing~~example, ~~opportunities~~investigations, ~~technologies~~fines, ~~regulations~~penalties, oraudits, ~~customer~~and inspections); additional reporting requirements. Ifand/or ~~competitors,~~oversight; ~~most~~restrictions ofon ~~which~~processing ~~are~~sensitive ~~much~~information ~~better~~(including ~~capitalized~~personal ~~than~~data); welitigation ~~are,~~(including ~~are~~class ~~successful~~claims); inindemnification ~~providing~~obligations; ~~our~~negative ~~customers~~publicity; ~~with~~reputational aharm; ~~more~~monetary ~~attractive~~fund ~~solution~~diversions; ordiversion ~~pricing,~~of management attention; interruptions in our ~~business~~operations ~~and~~(including ~~results~~availability of ~~operation~~data); ~~may~~financial beloss ~~harmed~~and other similar harms.

~~Competition~~Our contracts may ~~intensify~~not ascontain ~~current~~limitations orof ~~future competitors enter into business combinations or alliances or raise additional capital~~liability, orand aseven ~~established~~where ~~companies~~they ~~in other market segments or geographic markets expand into our market segments or geographic markets. For instance~~do, ~~current~~there orcan ~~future~~be ~~competitors~~No assurance ~~could~~that ~~use~~limitations ~~strong~~of orliability ~~dominant positions~~ in ~~one~~our orcontracts ~~more~~are ~~markets~~sufficient to ~~gain~~protect ~~a competitive advantage against~~ us infrom ~~areas~~liabilities, ~~where~~damages, ~~we operate including by integrating additional~~ or ~~competing~~claims ~~platforms~~related orto ~~features~~our ~~into~~data ~~solutions~~privacy ~~they~~and ~~control,~~security ~~such as additional payment, rewards, or delivery platforms or features~~obligations. In addition, ~~certain customers may choose to partner with~~ our ~~competitors~~insurance incoverage amay ~~specific~~not ~~geographic~~be ~~market~~adequate or ~~choose~~sufficient to ~~engage~~protect ~~exclusively~~us ~~with~~from ~~our~~or ~~competitors. Further, our current ecosystem partners could add features~~ to ~~their~~mitigate ~~solutions,~~liabilities ~~including~~arising ~~point~~out of ~~sale functionality, limit or terminate the availability of their products on~~ our ~~platform,~~privacy ~~or directly compete with our solutions by expanding their product offerings. Current~~ and ~~future~~security ~~competitors~~practices ~~may also choose to offer a different pricing model~~ or tothat ~~undercut~~such ~~prices~~coverage inwill ancontinue ~~effort~~ to ~~increase~~be ~~their~~available ~~market~~on ~~share.~~commercially Ifreasonable weterms ~~cannot~~or ~~compete~~at ~~successfully against current and future competitors~~all, ~~our~~or ~~business,~~that ~~results~~such ofcoverage ~~operations,~~will ~~and~~pay ~~financial~~future ~~condition could be negatively impacted~~claims.

WeIn addition to experiencing a security incident, third parties may gather, collect, or infer sensitive information about us from public sources, data brokers, or other means that reveal competitively sensitive details about our organization and could be ~~subject~~used to ~~claims~~undermine byour ~~third~~competitive ~~parties~~advantage or market position. Sensitive information of ~~intellectual~~us ~~property~~or ~~infringement~~our customers could also be leaked, disclosed, or revealed as a result of or in connection with our employee’s, personnel’s, or vendor’s with whom we work use of generative AI Technologies.

~~The~~23 ~~software~~Table ~~industry is characterized by the existence~~ of a large number of patents, trademarks, copyrights, trade secrets, and other intellectual property rights, and frequent claims and related litigation regarding such intellectual property rights. Third parties have in the past asserted, and may in the future assert, that our platform, modules, technology, methods, or practices infringe, misappropriate, or otherwise violate their intellectual property or other proprietary rights. Such claims may be made by our competitors seeking to obtain a competitive advantage or by other parties. Additionally, non-practicing entities purchasing intellectual property assets for the purpose of making claims of infringement may attempt to extract settlements from us. The risk of claims may increase as the number of modules that we offer and competitors in our market increases, and overlaps occur. In addition, to the extent that we gain greater visibility and market exposure, we face a higher risk of being the subject of intellectual property infringement claims.Contents

~~Any~~Market ~~such~~Size claims, regardless of merit, which result in litigation could result in substantial expenses, divert the attention of management, cause significant delays in introducing new or enhanced services or technology, materially disrupt the conduct of our business and ~~have~~Adoption aRisks material and adverse effect on our brand, business, financial condition, and results of operations. Although we do not believe that our proprietary technology, processes, and methods have been patented by any third party, it is possible that patents have been issued to third parties that cover all or a portion of our business. As a consequence of any patent or other intellectual property claims, we could be required to pay substantial damages, develop non-infringing technology, enter into royalty-bearing licensing agreements, stop selling or marketing some or all of our modules, or re-brand our modules. We may also be obligated to indemnify our customers against intellectual property claims, and we may have to pay substantial settlement costs, including royalty payments, in connection with any such claim or litigation and to obtain licenses, or modify applications, which could be costly. If it appears necessary, we may seek to secure license rights to intellectual property that we are alleged to infringe at a significant cost, potentially even if we believe such claims to be without merit. If required licenses cannot be obtained, or if existing licenses are not renewed, litigation could result. Litigation is inherently uncertain and can cause us to expend significant money, time, and attention to it, even if we are ultimately successful. Any adverse decision could result in a loss of our proprietary rights, subject us to significant liabilities, require us to seek licenses for ~~alternative~~Dynamic ~~technologies~~Aerospace ~~from~~Systems ~~third~~UAV ~~parties, prevent us from offering all or a portion of our modules and otherwise negatively affect our business and operating results.~~Solutions

-The 17sizes -of ~~Table~~the ofmarkets ~~Contents~~for our current and future UAV solutions may be smaller than we estimate.

WeOur ~~could~~addressable ~~incur~~market ~~substantial~~projections ~~costs~~for inhybrid ~~protecting~~VTOL orUAVs, ~~defending~~all-electric ~~our~~multicopters, ~~intellectual~~and ~~property~~public ~~rights,~~safety drones are based on internal models and ~~any~~third-party ~~failure~~data. toWhile ~~protect~~we believe our ~~intellectual~~assumptions ~~property~~are sound, market conditions, regulatory changes, or ~~prevent~~customer ~~third~~adoption ~~parties~~may diverge from ~~making~~these ~~unauthorized~~assumptions. ~~use~~If ofthe actual demand, pricing structure, or target applications for our ~~technology~~UAV systems fall short of expectations, this could ~~adversely~~materially ~~affect~~impair our ~~business~~growth trajectory, ~~results~~financial ~~of operations~~performance, and ~~financial~~operational ~~condition~~results.

~~Our~~The ~~success~~market ~~depends,~~for incommercial ~~part~~UAVs, onincluding ~~our~~hybrid ~~ability~~VTOL toplatforms ~~protect our brand~~ and ~~the~~electric ~~proprietary methods and technologies that we develop under the intellectual property laws of the United States and~~multicopters, oris ~~foreign~~still ~~jurisdictions~~emerging ~~so that we can prevent others from using our inventions~~ and ~~proprietary~~may ~~information. We hold no issued patents or trademarks and therefore would~~ not bescale ~~entitled~~as ~~to exert patents to exclude or prevent our competitors from using our proprietary technology, methods, and processes to the extent independently developed by our competitors~~expected.

WeThe ~~rely~~commercial ~~primarily~~UAV onsector ~~trade~~especially, ~~secret~~in ~~laws~~areas ~~and~~such ~~confidentiality~~as ~~agreements~~last-mile ~~with our business partners~~logistics, ~~employees,~~law ~~consultants~~enforcement, ~~advisors,~~infrastructure ~~customers~~monitoring, and ~~other~~autonomous ~~current or prospective partners in our efforts to protect our proprietary technology~~delivery, ~~confidential~~is ~~information,~~evolving ~~processes,~~rapidly ~~methods,~~but ~~and~~remains ~~intellectual property~~nascent. ~~These~~The ~~confidentiality~~speed ~~agreements~~and ~~may~~scale ~~not~~of ~~effectively~~adoption ~~prevent~~will ~~disclosure~~depend ofheavily ~~our~~on ~~confidential~~regulatory ~~information~~frameworks or(e.g., the ~~unauthorized~~US ~~use~~Federal ofAviation ~~our~~Administration ~~technology~~(“FAA”), ~~and~~the itEuropean ~~may~~Union beAviation ~~possible~~Safety ~~for~~Agency ~~unauthorized~~(“EASA”), ~~parties~~and tothe ~~copy~~Dubai ~~our~~Civil ~~software~~Aviation orAuthority ~~other proprietary technology or information~~(“DCAA”)), oroperational toproof ~~develop similar software independently without our having an adequate remedy for unauthorized use or disclosure of our confidential information. In addition~~points, ~~others may independently discover our trade secrets~~ and ~~proprietary~~customer ~~information,~~confidence ~~and~~ in ~~these~~UAV-based ~~cases,~~workflows. weIf ~~would~~these ~~not~~markets bedevelop ~~able~~more toslowly ~~assert~~than ~~any~~anticipated, ~~trade~~or ~~secret~~if ~~rights against those parties. Costly and time~~drone-~~consuming~~based ~~litigation~~operations ~~could~~face beresistance ~~necessary~~due to ~~enforce~~safety, ~~and determine the scope of our proprietary rights~~reliability, ~~and failure to obtain~~ or ~~maintain~~cost ~~trade~~concerns, ~~secret protection could adversely affect~~ our ~~competitive~~growth ~~business~~may ~~position~~be constrained.

InThe ~~addition,~~markets ~~the~~in ~~laws~~which ofwe ~~some~~compete ~~countries~~are docharacterized ~~not~~by ~~protect~~rapid ~~intellectual~~technological ~~property~~change, ~~and~~which ~~other~~requires ~~proprietary~~us ~~rights~~ to ~~the~~develop ~~same~~new ~~extent~~products asand ~~the~~product ~~laws~~enhancements ~~of the United States. To the extent we expand our international activities, our exposure to unauthorized copying, transfer~~ and ~~use~~could ofrender our ~~proprietary~~existing ~~technology~~products ~~or information may increase~~obsolete.

WeContinuing ~~cannot~~technological bechanges ~~certain~~in ~~that~~the market for our ~~means~~products ofcould ~~protecting~~make our ~~intellectual~~products ~~property~~ and ~~proprietary~~services ~~rights~~less ~~will~~competitive beor ~~adequate~~obsolete, either generally or ~~that~~for ~~our~~particular ~~competitors~~applications. Our future success will ~~not~~depend ~~independently~~upon our ability to develop ~~similar~~and ~~technology~~introduce a variety of new capabilities and enhancements to our existing product offerings, as well as introduce a variety of new product offerings, to address the changing needs of the markets in which we offer our products. Delays in introducing new products and enhancements, the failure to choose correctly among technical alternatives or the failure to offer innovative products or enhancements at competitive prices may cause existing and potential customers to purchase our competitors’ products. If we ~~fail~~are unable to ~~meaningfully~~devote ~~protect~~adequate ~~our~~resources ~~intellectual~~to ~~property~~develop ~~and~~new ~~proprietary~~products ~~rights~~or cannot otherwise successfully develop new products or enhancements that meet customer requirements on a timely basis, our ~~business,~~products ~~results~~could oflose ~~operations~~market share, our revenue and ~~financial~~profits ~~condition~~could decline, and we could beexperience ~~adversely~~operating ~~affected~~losses.

~~Any~~We ~~future~~expect ~~litigation~~to ~~against~~incur ussubstantial ~~could~~research beand ~~costly~~development costs and ~~time-consuming~~devote significant resources to ~~defend~~identifying and commercializing new products and services, which could significantly reduce our profitability and may never result in revenue for us.

WeOur ~~may~~future ~~become~~growth ~~subject~~depends toon ~~legal~~penetrating ~~proceedings~~new ~~and~~markets, ~~claims~~adapting ~~that~~existing ~~arise~~products into ~~the~~new ~~ordinary course of business~~applications, ~~such~~and asintroducing ~~claims~~new ~~brought~~products byand ~~our~~services ~~customers,~~that ~~our~~achieve ~~partners,~~market oracceptance. ~~third~~We ~~parties~~plan into ~~connection~~incur ~~with~~substantial ~~commercial~~research ~~disputes~~and ordevelopment ~~our~~costs ~~technology~~as orpart ~~employment~~of ~~claims made by~~ our ~~current~~efforts orto ~~former~~design, ~~employees.~~develop ~~Litigation~~and ~~might~~commercialize ~~result~~new inproducts ~~substantial~~and ~~costs~~services and ~~may~~enhance ~~divert~~existing ~~management’s~~products. ~~attention~~We ~~and~~believe ~~resources,~~that ~~which~~there ~~might~~are ~~seriously~~significant ~~harm~~investment ~~our~~opportunities ~~business,~~in ~~financial~~a ~~condition,~~number ~~and results~~ of ~~operations~~business areas. ~~Insurance~~Because ~~might~~we ~~not~~account ~~cover~~for ~~such~~internal ~~claims,~~research ~~might~~and ~~not~~development ~~provide~~as ~~sufficient~~an ~~payments~~operating toexpense, ~~cover~~these ~~all~~expenditures ~~the~~will ~~costs~~adversely toaffect ~~resolve~~our ~~one~~earnings orin ~~more~~the ~~such~~future. ~~claims~~Further, ~~and~~our ~~might~~research ~~not~~and ~~continue~~development toprograms bemay ~~available~~not onproduce ~~terms~~successful ~~acceptable~~results, toand ~~us.~~our Anew ~~claim~~products ~~brought~~and ~~against~~services usmay ~~that~~not isachieve ~~uninsured~~market oracceptance, ~~underinsured~~create ~~could~~incremental ~~result~~revenue, inor ~~unanticipated~~become ~~costs~~profitable, ~~potentially~~which ~~harming~~could materially harm our business, prospects, financial ~~position~~results, and ~~results of operations~~liquidity.

~~Our~~We ~~brand~~are isstill ~~integral~~in tothe ~~our~~development ~~success;~~and ifoperational wescaling ~~fail~~phase tofor ~~effectively~~our ~~maintain,~~UAV ~~promote,~~platforms and ~~enhance~~have ~~our~~not ~~brand,~~yet ~~our~~achieved ~~business~~mass ~~and~~production ~~competitive~~or ~~advantage~~full ~~may~~regulatory ~~be harmed~~clearance.

WeWhile ~~believe~~we ~~that~~have ~~maintaining,~~conducted ~~promoting,~~test flights and ~~enhancing~~achieved ~~our~~milestones ~~brand~~such isas ~~critical~~completing toVTC ~~expanding~~testing ~~our~~in ~~business.~~Dubai ~~Maintaining~~under Emergency Services and ~~enhancing~~Specialized Aviation (“ESSA”) guidelines our ~~brand~~UAVs ~~will~~have ~~depend~~not ~~largely~~yet onbeen ~~our~~certified ~~ability~~under tobroad ~~continue~~FAA toor ~~provide~~global ~~high~~drone regulations for all intended commercial use cases. Our G1 Hybrid VTOL and US-~~quality~~1 electric multicopter platforms remain in advanced development, ~~well-designed~~but we have limited production history at volume scale. Additionally, ~~useful~~many of our current and potential competitors have greater resources, ~~reliable~~broader certifications, ~~and~~or ~~innovative~~established ~~modules~~manufacturing ecosystems, which we may ~~not~~give dothem ~~successfully~~competitive advantages in ~~the~~cost, ~~future~~timeline, or customer acquisition.

~~Errors,~~24 ~~defects,~~Table security incidents, disruptions, or other performance problems with our platform, including with third-party applications, services, or partners, may harm our reputation and brand. We may introduce new modules or terms of service that our customers or consumers do not like, which may negatively affect our brand. Additionally, if our customers or consumers have a negative experience using our modules or third-party solutions integrated with our platform, such an experience may affect our brand, especially as and if we continue to attract multi-location restaurant customers to our platform.Contents

WeEstablishing ~~believe~~consistent ~~that~~UAV ~~the importance of brand recognition will increase as competition in our market increases. In addition to our ability to provide reliable and useful modules at competitive prices~~manufacturing, ~~successful promotion of our brand will depend on the effectiveness of our marketing efforts. While we primarily market our platform through direct sales efforts~~engineering, ~~our~~and ~~platform~~supply ischain ~~also~~capabilities ~~marketed~~remains ~~through~~ a ~~number~~key ~~of free traffic sources, including customer referrals and word-of-mouth~~challenge. Our efforts to market our brand have involved significant expenses, which we intend to increase, and as our market becomes increasingly competitive, these marketing initiatives may become increasingly difficult and expensive. Our marketing spend may not yield increased revenue, and even if it does, any increased revenue may not offset the expenses we incur in building and maintaining our brand.

-Commercialization 18of our UAV platforms requires scalable, repeatable processes for airframe production, avionics integration, propulsion systems, and energy storage (both battery-electric ~~Table~~and ofhybrid). ~~Contents~~Delays in building out our manufacturing or quality control processes, or disruptions in component supply chains particularly related to specialized motors, composite materials, or flight control systems may hinder our ability to meet volume demand or performance expectations.

~~Unfavorable~~Performance ~~conditions~~of in our ~~industry~~UAVs ormay ~~the~~differ ~~global~~from ~~economy,~~projections orand ~~reductions~~real-world inconditions ~~digital~~may ~~ordering~~reveal ~~transaction~~design ~~volume~~ or ~~technology~~system ~~spending, could adversely impact the health of our customers and limit our ability to grow our business and negatively affect our results of operations~~limitations.

~~Our~~Although ~~results~~we ofconduct ~~operations~~rigorous ~~may~~testing, ~~vary~~the ~~based~~final onperformance ~~the~~characteristics ~~impact~~ of ~~changes in~~ our ~~industry~~UAVs orsuch ~~the~~as ~~global~~payload ~~economy~~capacity, onnoise uslevels, orbattery ~~our~~endurance, ~~customers~~ and ~~potential~~system ~~customers.~~longevity—may ~~Negative~~fall ~~conditions~~below inprojections ~~the~~due ~~global~~to ~~general~~software ~~economy~~bugs, ~~both~~hardware inwear, ~~the~~or ~~United~~unforeseen ~~States~~operational ~~and abroad, including~~ conditions. ~~resulting~~Like ~~from~~many ~~changes~~autonomous ~~in gross domestic product growth~~systems, ~~decreases~~our inUAVs ~~restaurant~~rely ~~and~~on ~~digital~~complex ~~ordering~~codebases ~~spending, financial~~ and ~~credit~~sensor ~~market~~fusion ~~fluctuations,~~algorithms ~~international~~that ~~trade~~may ~~relations,~~exhibit ~~political~~unforeseen ~~turmoil,~~behavior ~~natural~~in ~~catastrophes, epidemics, warfare and terrorist attacks on~~ the ~~United~~field. ~~States~~System updates, ~~Canada~~retrofits, or ~~elsewhere,~~redesigns could ~~cause~~increase aoperational ~~reduction~~costs inor ~~customer~~delay ~~locations~~market and digital ordering transaction volumes, a decrease in business investments, including spending on technology, business interruptions resulting from a destruction of our headquarters, and negatively affect the growth of our businessentry.

~~More~~Our ~~specifically,~~UAV weproducts ~~are~~and ~~heavily~~services ~~reliant~~are oncomplex ~~the restaurant~~ and ~~food industries and any downturn or fundamental shift in those industries~~ could ~~significantly~~have ~~impact~~unknown ~~our~~defects ~~results. Reports, whether true~~ or ~~not~~errors, ofwhich ~~foodborne~~may ~~illnesses~~give ~~and~~rise ~~injuries~~to ~~caused~~claims byagainst ~~food tampering have severely injured the reputations of participants in the food business and could do so in the future. The potential for acts of terrorism on the global food supply also exists and~~us, ifdiminish ~~such an event occurs, it could harm~~ our ~~business~~brand ~~and results of operations. In addition, reports of foodborne illnesses~~ or ~~food~~divert ~~tampering could, as a result of negative publicity about the restaurant industry, harm~~ our ~~business~~resources ~~and~~from ~~results~~other ~~of operations~~purposes.

~~Lastly~~Our UAV products rely on complex avionics, sensors, user-friendly interfaces, and tightly integrated, electromechanical designs to accomplish their missions. Despite testing, our products have contained defects and errors and may in the ~~increased~~future ~~pace~~contain defects, errors, or performance problems when first introduced, when new versions or enhancements are released, or even after these products have been used by our customers for a period of ~~consolidation~~time. These problems could result in ~~certain~~expensive ~~industries~~and ~~may~~time-consuming ~~result~~design modifications or warranty charges, delays in ~~reduced~~the ~~overall~~introduction ~~spending~~of onnew products or enhancements, significant increases in our ~~platform~~ service and ~~modules~~maintenance costs, exposure to liability for damages, damaged customer relationships, and harm to our reputation, any of which could materially harm our results of operations and ability to achieve market acceptance. WeIn ~~cannot~~addition, ~~predict~~increased ~~the~~development ~~timing~~and warranty costs could be substantial and could reduce our operating margins. The existence of any defects, ~~strength~~errors, or ~~duration~~failures in our products or the misuse of ~~any~~our ~~economic~~products ~~slowdown~~could also lead to product liability claims or lawsuits against us. A defect, ~~instability~~error, or ~~recovery~~failure in one of our products could result in injury, ~~generally~~death or ~~within~~property ~~any~~damage ~~particular~~and ~~industry~~significantly damage our reputation and support for our products in general.

~~Increases~~Our infuture ~~food,~~profitability ~~labor,~~may be dependent upon achieving cost reductions and ~~occupancy~~projected economies of scale from increasing manufacturing quantities of our products. Failing to achieve such reductions in manufacturing costs and projected economies of scale could materially adversely affect ~~results~~our ~~of operations~~business.

~~Our~~We ~~financial~~have ~~success~~limited isexperience ~~dependent,~~manufacturing inUAVs. ~~part,~~We ondo ~~the~~not ~~ability~~know ofwhether ~~our~~or ~~Shops~~when ~~customers~~we will be able to ~~increase~~develop ~~digital~~efficient, ~~ordering~~low-cost manufacturing capabilities and ~~maintain~~processes ~~profitability.~~that ~~These~~will ~~customers~~enable ~~may~~us ~~experience~~to ~~increased~~manufacture ~~operating~~(or ~~costs,~~contract ~~including~~for ~~changes~~the ~~to food~~manufacture of) these products in commercial quantities while meeting the volume, ~~labor~~ speed, ~~occupancy~~quality, ~~insurance~~price, engineering, design and ~~supply~~production ~~costs,~~standards asrequired ~~well~~to assuccessfully ~~costs~~market ofour ~~safety~~products. ~~equipment~~Our ~~related~~failure to ~~the~~develop ~~COVID-19~~such ~~pandemic,~~manufacturing processes and ~~they~~capabilities ~~may~~in belocations ~~unable~~that tocan ~~recover~~efficiently ~~these~~service ~~costs~~our ~~through~~markets ~~increased~~could ~~menu~~have ~~prices.~~a ~~Recently,~~material ~~there~~adverse ~~have~~effect ~~been~~on ~~increased~~our ~~foods~~business, ~~costs~~financial incondition, ~~the~~results USof operations and prospects. ~~Various~~Our ~~factors~~future ~~beyond~~profitability ~~our~~is, ~~control~~in part, ~~including~~dependent ~~government~~upon ~~regulations~~achieving ~~relating~~increased tosavings ~~independent~~from ~~contractor~~volume ~~classifications~~purchases of raw materials and ~~minimum~~component ~~wage~~parts, ~~increases~~achieving acceptable manufacturing yield, ~~may~~and ~~affect~~capitalizing ~~the~~on ~~total~~machinery ~~cost~~efficiencies. ofWe ~~digital~~expect ~~food~~our ~~orders~~suppliers to ~~consumers~~experience a sharp increase in demand for their products. IfThe ~~our~~extent ~~current~~to orwhich ~~future~~we ~~customers~~will ~~are~~have ~~unable~~reliable access to ~~maintain~~supplies that we require or ~~increase~~be ~~digital~~able ~~orders,~~to purchase such materials or ~~maintain~~components ~~profitability,~~at ~~our~~cost ~~business,~~effective ~~financial~~prices ~~condition~~is uncertain. There is no assurance that we will ever be in a position to realize any material, labor and ~~results~~machinery ofcost ~~operations~~reductions associated with higher purchasing power and higher production levels. Failure to achieve these cost reductions could beadversely ~~harmed~~impact our business and financial results.

~~Our~~25 ~~failure~~Table toof ~~attract, train, or retain highly qualified personnel could harm our business.~~Contents

~~Our~~If ~~success~~we ~~depends~~experience onharm ~~our ability~~ to ~~attract,~~our ~~train,~~reputation and ~~retain~~brand ~~qualified~~by ~~personnel~~customers, ~~including~~employees ~~our~~or ~~agents~~operators, ~~that market the Platform on~~ our ~~behalf.~~business, ~~Competition~~financial ~~for~~condition, ~~such personnel is intense. If we do not succeed in attracting new personnel or retaining~~ and ~~motivating~~results ~~our~~of ~~current~~operations ~~personnel, our business~~ could be ~~harmed~~adversely affected.

WeContinuing ~~cannot~~to ~~guarantee~~increase wethe ~~will~~strength ~~succeed~~of inour ~~achieving~~reputation ~~our~~and ~~goals~~brand for high-performing, sustainable, safe and cost-effective electric air mobility is critical to our ~~failure~~ability to doattract soand retain customers and partners. In addition, our growth strategy includes international expansion through joint ventures or other partnerships with local companies that would ~~have~~benefit afrom ~~material~~our ~~adverse~~reputation ~~effect~~and onbrand recognition. The successful development of our ~~business,~~reputation ~~prospects,~~and ~~financial~~brand ~~condition~~will depend on several factors, ~~and~~many ~~operating~~of ~~results~~which are outside of our control. Negative perception of our aircraft or company may harm our reputation and brand, including as a result of:

~~Our~~· ~~Platform~~complaints isor negative publicity or reviews about us, independent third-party aircraft operators, passengers, or other brands or events that we associate with, even if factually incorrect or based on isolated incidents; · our involvement during times of war and other major conflicts, including the current conflicts between Russia and Ukraine and between Israel and Hamas; · changes to our operations, safety and security or other policies that customers, end-users or others perceive as overly restrictive, unclear or inconsistent with our values; · illegal, negligent, reckless or otherwise inappropriate behavior by operators or independent third parties involved in the ~~early~~operation ~~stages~~of our business or by our management team or other employees; · actual or perceived disruptions or defects in our aircraft; · litigation over, or investigations by regulators into, our operations or those of ~~commercialization~~our independent third-party aircraft operators; we· ~~are~~a ~~not~~failure ~~certain~~to operate our business in a way that is consistent with our ~~Platform~~values; ~~will~~· benegative ~~well~~responses ~~received~~by independent third-party aircraft operators to new mobility offerings; or · any of the foregoing with respect to our competitors, to the extent such resulting negative perception affects the public’s perception of us or our industry as ~~anticipated~~a whole.

~~Our~~Any ~~Platform~~of ~~may~~the ~~not~~foregoing ~~appeal to shops and consumers and put us at a competitive disadvantage. If our Platform fails to appeal to consumer tastes or we do not achieve or sustain market acceptance, we~~ could ~~lose~~adversely ~~customers~~affect ~~which could have a material adverse effect on~~ our business, financial condition, and ~~operating~~ results of operations.

-Technology 19Development, -Production, ~~Table~~and ofOperational ~~Contents~~Risk Factors for Dynamic Aerospace Systems UAV Platforms

WeTo ~~may~~reach becommercial ~~unable~~scale toUAV ~~effectively~~production, ~~manage~~we ~~growth~~must complete the development of complex software, avionics, and propulsion technologies in collaboration with key suppliers, and there is no assurance these systems will be successfully brought to market.

AsOur wehybrid ~~continue~~VTOL toUAVs ~~grow our business, grow the territories~~ and ~~the~~all ~~number~~electric ofmulticopters ~~shops~~rely ~~that~~on ~~are~~advanced ~~located~~flight incontrol ~~each~~systems, ~~Territory~~edge-based ~~that our Platform is available~~autonomy, ~~further develop~~ and ~~refine~~multi-sensor ~~our~~fusion ~~Platform,~~technologies. weCoordinating ~~expect~~development toacross ~~need~~suppliers, ~~additional~~many ~~research,~~of ~~development,~~whom ~~managerial,~~are ~~operational,~~also ~~sales,~~scaling ~~marketing,~~emerging ~~financial~~technologies, ~~accounting,~~poses ~~legal~~significant ~~and other resources~~risk. WeSoftware ~~expect~~bugs, ~~our~~hardware ~~growth~~incompatibilities, toor ~~place~~supply achain ~~substantial~~disruptions ~~strain~~could ondelay ~~our~~production ~~managerial,~~or ~~operational,~~impair ~~and~~product ~~financial resources~~performance. WeIn ~~cannot assure that we will be able to effectively manage~~ the ~~expansion~~event of ~~our~~supplier ~~operations~~insolvency, orlabor ~~that its facilities~~disruption, ~~systems, procedures,~~ or ~~controls~~material ~~will~~shortages besuch ~~adequate~~as torare ~~support~~earth ~~its~~motors ~~operations.~~or ~~Our~~lithium ~~inability~~based tobatteries, ~~manage~~our ~~future~~ability ~~growth~~to ~~effectively~~meet ~~would~~delivery ~~have~~milestones acould ~~material~~be ~~adverse effect on its business~~compromised, ~~financial~~negatively ~~condition,~~affecting revenue and ~~results~~customer ~~of operations~~confidence.

We26 ~~will~~Table ~~be subject to the reporting requirements~~ of ~~U.S. federal securities laws, which can be expensive.~~Contents

WeOur ~~will~~UAV beplatforms ~~subject~~depend toon ~~the~~emerging ~~information~~technologies ~~and~~that ~~reporting~~may ~~requirements~~not ofachieve ~~the~~commercial ~~Exchange Act and other federal securities laws~~readiness, ~~including~~performance ~~compliance with the Sarbanes-Oxley Act. The costs of preparing and filing annual and quarterly reports~~targets, ~~proxy~~or statements and other information with the SEC and furnishing audited financial statements to stockholders will cause our expenses to be higher than they would be if we had remained privately held. In addition, it may be time consuming, difficult, and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We estimate that our SEC reporting requirements for the next 12 months will cost usefficiency at ~~least $80,000. We may need to hire additional financial reporting, internal controls, and other finance personnel to develop and implement appropriate internal controls and reporting procedures.~~scale

WeDAS ~~may~~depends ~~incur~~on ~~significant~~external ~~costs~~partners for mission critical components including autonomous navigation modules, energy dense battery packs, and ~~require~~hybrid ~~significant~~propulsion ~~management~~subsystems. ~~resources~~If these systems fail to ~~evaluate~~meet ~~our~~safety, ~~internal~~durability, ~~control~~or ~~over~~cost ~~financial~~targets, ~~reporting~~or ascannot ~~required~~be ~~under~~manufactured ~~Section~~at ~~404~~scale, ofwe ~~the~~may ~~Sarbanes-Oxley~~face ~~Act~~redesigns, ~~and~~warranty ~~any~~exposure, ~~failure~~or toregulatory ~~comply~~setbacks. orTechnologies ~~any~~that ~~adverse~~perform ~~result~~well ~~from~~in ~~such~~prototype ~~evaluation~~testing may ~~have~~experience anfailures ~~adverse~~in ~~effect~~the onfield, ~~our~~particularly ~~stock~~under ~~price~~real world environmental or operational stress. This could delay market entry or result in reputational damage.

AsManufacturing aand ~~smaller~~providing ~~reporting~~services ~~company,~~for ~~as defined in Rule 12b-2 under the Exchange Act, we will be required to evaluate~~ our ~~internal~~drones ~~control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”)~~ and toUAVs ~~include~~is anhighly ~~internal~~dependent ~~control~~upon ~~report beginning with~~ the ~~Annual~~availability ~~Report on Form 10-K.This report must include management’s assessment~~ of ~~the~~certain ~~effectiveness~~suppliers, ofthereby ~~our~~making ~~internal~~us ~~control~~vulnerable ~~over~~to ~~financial~~supply ~~reporting~~problems ~~as of the end of the fiscal year. This report must also include disclosure of any material weaknesses in internal control over financial reporting~~ that ~~we have identified. Failure to comply, or any adverse results from such evaluation~~ could ~~result~~harm ~~in a loss of investor confidence in~~ our ~~financial reports and have an adverse effect on the trading price of our equity securities~~business.

WeOur ~~are~~manufacturing ~~eligible~~processes within our drone and UAV manufacturing business rely on a limited number of third parties to besupply ~~treated~~certain askey ancomponents ~~“emerging~~and ~~growth~~manufacture ~~company,”~~our asproducts. ~~defined~~Alternative insources ~~the~~of ~~JOBS~~production ~~Act,~~and supply may not be readily available or may take several months to scale up and adevelop ~~“smaller~~effective ~~reporting~~production ~~company”~~processes. ~~within~~If a disruption in the ~~meaning~~availability of parts or in the ~~Securities~~operations ~~Act~~of our suppliers were to occur, our ability to produce drones and weUAVs ~~cannot~~to meet our contract requirements as well as our ability to provide support could be materially adversely affected. In certain cases, we have developed backup plans and have alternative procedures should we experience a disruption. However, if these plans are unsuccessful or if we have a single source, delays in the ~~reduced~~production ~~disclosure~~and ~~requirements~~support ~~applicable~~of toour ~~emerging~~drones ~~growth~~and ~~companies~~UAVs for an extended period of time could cause a loss of revenue and/or ~~smaller~~higher ~~reporting~~production ~~companies~~and ~~will~~support ~~make~~costs, ~~our~~which ~~Common~~could ~~Stock~~significantly ~~less~~harm ~~attractive~~our tobusiness ~~investors~~and results of operations.

WeScaling ~~are~~UAV anproduction ~~“emerging growth company,” as defined in the JOBS Act. For as long as we continue~~ to bemeet andemand ~~emerging~~presents ~~growth~~manufacturing company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (2) reduced disclosure obligations regarding executive compensation in this prospectus and ~~our~~certification ~~periodic~~challenges ~~reports~~unique and proxy statements and (3) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, as an emerging growth company, we are only required to provide two years of audited financial statements and two years of selected financial data in this prospectus. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the ~~market~~unmanned ~~value~~aerospace of our Common Stock held by non-affiliates exceeds $700.0 million as of any December 31 before that time or if we have total annual gross revenue of $1.0 billion or more during any fiscal year before that time, after which, in each case, we would no longer be an emerging growth company as of the following December 31 or, if we issue more than $1.0 billion in non-convertible debt during any three-year period before that time, we would cease to be an emerging growth company immediately.sector

~~Additionally~~Unlike traditional aerospace firms, we are afocused ~~“smaller~~on ~~reporting company” as defined in Item 10(f)(1) of Regulation S~~high-K.mobility ~~Smaller~~UAV ~~reporting~~systems ~~companies~~which ~~may~~require ~~take~~rapid ~~advantage~~assembly ~~of certain reduced disclosure obligations~~cycles, ~~including,~~modular ~~among~~payload ~~other things~~integration, ~~providing~~and ~~only~~compliance ~~two~~with ~~years~~evolving ofdrone ~~audited financial statements~~regulations. WeThe ~~will~~absence ~~remain~~of astandardized ~~smaller~~production ~~reporting~~precedents ~~company~~for ~~until~~electric ~~the~~or ~~last~~hybrid ~~day~~UAVs ~~of the fiscal year~~ in ~~which~~high ~~(1)~~volumes ~~the~~means ~~market~~we ~~value~~must ofdevelop ~~our~~new ~~shares~~manufacturing ofprocesses ~~Common~~and ~~Stock~~quality ~~held~~controls byfrom ~~non-affiliates exceeds $250 million as of~~ the ~~prior~~ground ~~the~~up. ~~end of our second fiscal quarter ending December 31st of each year~~Additionally, orregulatory ~~(2)~~compliance ~~our~~with ~~annual~~FAA ~~revenues~~Part ~~exceeded~~107 ~~$100~~for ~~million~~small ~~during~~UAVs ~~such completed fiscal year~~ and ~~the~~future ~~market~~UAS ~~value~~BVLOS offrameworks ~~our~~imposes ~~ordinary~~a ~~shares~~separate ~~held~~set ~~by non-affiliates exceeds $700 million as~~ of ~~the~~challenges ~~prior~~from toconventional ~~the~~airworthiness ~~end~~certification ~~of our second fiscal quarter ending December 31st of each year~~paths. ToDelays ~~the~~in ~~extent~~system welevel ~~take~~testing, ~~advantage~~production ~~of such reduced disclosure obligations~~tooling, itor ~~may~~supplier ~~also~~readiness ~~make~~could ~~comparison~~significantly ofaffect our ~~financial~~go-to-market ~~statements with other public companies difficult or impossible~~timeline.

-As 20UAV -operations ~~Table~~scale, there is a risk of ~~Contents~~technical, human, or cyber failures leading to safety incidents and potential grounding

~~After~~While weour UAVs are nodesigned ~~longer~~for anautonomous ~~“emerging~~operation ~~growth~~with ~~company~~minimal human oversight,” weoperational ~~expect~~issues tosuch ~~incur~~as ~~additional~~software ~~management~~faults, ~~time~~system ~~and~~misconfigurations, ~~cost~~or tomalicious ~~comply~~interference ~~with~~such ~~the~~as ~~more~~cyberattacks ~~stringent~~remain ~~reporting~~risks. ~~requirements~~Any ~~applicable~~incident toinvolving ~~companies~~injury, ~~that~~damage, ~~are~~or ~~deemed~~regulatory ~~accelerated~~violation, ~~filers~~whether due to our systems or ~~large~~third ~~accelerated~~party ~~filers~~operators, ~~including~~could ~~complying~~damage ~~with~~industry ~~the~~trust ~~auditor~~and ~~attestation~~trigger ~~requirements~~stricter ofregulation. ~~Section~~Even ~~404~~perceived ofsafety ~~the~~concerns ~~Sarbanes-Oxley~~may ~~Act.~~delay Weadoption ~~cannot~~in ~~predict~~law enforcement, delivery, or ~~estimate~~infrastructure ~~the~~inspection ~~amount~~sectors. ofOur ~~additional~~reputation ~~costs~~and weoperational ~~may~~viability ~~incur~~depend orheavily ~~the~~on ~~timing~~sustained offlight ~~such~~safety ~~costs~~performance.

~~Our~~The ~~failure~~operation toof ~~appropriately~~UAVs ~~and~~in ~~timely~~urban ~~respond~~environments tomay ~~changing~~be ~~consumer~~subject ~~preferences~~to ~~and~~risks, ~~demand~~such ~~for~~as ~~new~~accidental ~~products~~collisions and ~~services~~transmission ~~could~~interference, ~~significantly~~which ~~harm~~may ~~our~~limit ~~customer~~demand ~~relationships~~for ~~and~~our ~~have~~UAVs ain ~~material~~such ~~adverse~~environments ~~effect~~and onharm our business, ~~financial condition,~~ and ~~results~~operating ~~of operations~~results.

~~Our~~Urban ~~business~~environments ismay ~~subject~~present tocertain ~~changing~~challenges ~~consumer~~to ~~trends~~the ~~and~~operators ~~preferences~~of UAVs. ~~Our~~UAVs ~~failure~~may toaccidentally ~~accurately~~collide ~~predict~~with orother ~~react~~aircraft, topersons, ~~these~~or ~~trends~~property, which could ~~negatively~~result ~~impact~~in ~~consumer~~injury, ~~opinion~~death ofor usproperty asdamage aand ~~source~~significantly ~~for~~damage the ~~latest~~reputation ~~products,~~of ~~which~~and support for UAVs in ~~turn~~general. ~~could~~As ~~harm~~the ~~our~~usage ~~customer~~of ~~relationships~~UAVs ~~and~~has ~~cause~~increased, usthe todanger ~~lose~~of ~~market~~such ~~share~~collisions has increased. IfFurther, weobstructions doto ~~not~~effective ~~introduce~~transmissions ~~new~~in ~~products~~urban orenvironments, ~~make~~such ~~enhancements~~as tolarge ~~meet~~buildings, ~~the~~may ~~changing~~limit ~~needs~~the ability of ~~our~~the ~~customers~~operator into autilize ~~timely~~the ~~manner,~~aircraft ~~some~~for its intended purpose. The risks or limitations of ~~our~~operating ~~products~~UAVs ~~could~~in beurban ~~rendered~~environments ~~obsolete~~may limit their value in such environments, which ~~could~~may ~~have~~limit ademand ~~material~~for ~~adverse~~our ~~effect~~UAVs onand ~~our~~consequently ~~financial~~materially ~~condition~~harm ~~and~~our ~~results~~business ofand ~~operations~~operating results.

We27 ~~face~~Table ~~risks~~of ~~associated with our existing and planned international business.~~Contents

WeMass ~~plan~~production toof ~~offer~~UAVs ~~our~~will ~~Platform~~require inthorough ~~several~~regulatory ~~countries.~~testing ~~Our existing~~ and ~~planned~~approval ~~international~~which ~~business~~may ~~operations~~not ~~are~~occur ~~subject~~on tothe atimelines ~~variety of risks, including:~~anticipated

·Each ~~difficulties~~UAV insystem ~~staffing~~we ~~and~~develop ~~managing~~must ~~geographically~~undergo ~~dispersed~~rigorous ~~operations,~~flight ·testing ~~compliance~~to ~~with~~validate ~~various~~system ~~foreign laws~~reliability, ~~including local labor laws and regulations~~endurance, ~~where we operate throughout the world (as applicable)~~autonomy, ·and ~~government~~electromagnetic ~~expropriation~~compliance. ofFor ~~assets,~~larger ·UAVs ~~changes in~~ or ~~uncertainties~~those ~~relating~~operating tounder ~~geographically~~BVLOS ~~dispersed~~or ~~rules~~within ~~and~~urban ~~regulations~~airspace, ~~that~~additional ~~may~~oversight ~~harm~~from ~~our~~aviation ~~ability~~authorities tosuch ~~sell~~as ~~our Platform~~FAA, ~~· increase in withholding and other taxes~~DCAA, or ~~limitations~~EASA onwill ~~remittances~~apply. ~~and~~Approval ~~other~~for ~~payments~~production byunder ~~foreign~~these ~~entities~~frameworks orrequires ~~strategic~~formal ~~partners~~documentation, ·auditing, ~~varying~~ and ~~possibly~~adherence ~~overlapping~~to ~~tax~~evolving ~~regimes,~~safety ~~including~~protocols. ~~the~~If ~~risk~~certification ~~that~~timelines ~~the~~slip ~~countries~~due into ~~which~~regulatory webacklog ~~operate will impose taxes on inter-company relationships, · currency devaluations~~ or ~~fluctuations~~unforeseen intest ~~currency values~~results, ~~· economic, political, or social instability in foreign countries, · the enforceability of legal agreements and judgments in foreign countries, · an inability, or reduced ability, to protect~~ our ~~intellectual~~production ~~property,~~ramp ~~· the unprecedented ongoing Covid-19 pandemic,~~ and ·market ~~government~~launch ~~subsidies~~will orbe ~~other incentives that favor local competitors~~delayed.

WeOur ~~currently~~ability ~~expect~~ to ~~expand~~meet inproduction ~~our~~goals ~~existing~~depends ~~and~~on ~~additional~~finalizing ~~target~~UAV ~~international markets~~design, ~~but~~securing ~~our expansion plans may not be successful. Failure of~~parts, orestablishing ~~delay~~production inlines, ~~our~~and ~~expansion~~completing ~~plans~~systems ~~could~~integration ~~significantly~~on ~~harm our business results.~~schedule

WeAs ~~are~~of ~~exposed~~the todate ~~foreign~~of ~~currency~~this ~~exchange~~Registration ~~rate~~Statement, ~~fluctuations~~our ~~and~~current ~~exchange~~program ~~control~~timelines ~~risks~~depend on concurrent advancement in UAV architecture, ~~which~~embedded ~~may~~systems, ~~harm~~and ~~our~~supplier ~~results~~ onboarding. Any disruption from a late-stage design change to a shortage of ~~operations~~ key components could cascade into delays in manufacturing and ~~cause~~delivery. ~~our~~External ~~financial~~certification ~~results~~agencies such as the Dubai Civilian Aviation Authority (“DCAA”) in the UAE or the FAA in the United States may also impose new conditions before operational flight approval is granted. Failure to ~~fluctuate~~meet ~~between~~these ~~periods~~requirements on time would impact customer contracts, investor confidence, and our overall business outlook.

~~Our~~Risks ~~operating~~Related ~~expenses will be spread geographically across several countries. However, our revenue is reported~~ to ~~the~~Legal SEC in US dollars while at the same time is denominated in other currencies across countries due to our international sales. We have expenses in various currencies. As a result, our revenue recognition, which is in US dollars, for reporting purposes, may vary and isRegulatory at risk considering exchange rate fluctuations. A significant fluctuation in the countries we operate in, and U.S. dollar and other foreign currency exchange rates could therefore have a significant impact on our results of operations. The exchange rate between the various countries and these currencies, have fluctuated in the past and any appreciation or depreciation of any such currencies can impact our potential profitability and results of operations. Requirements

-Many 21of -our ~~Table~~products ofand ~~Contents~~services are subject to local, state, federal and international regulatory frameworks that are costly to comply with, are subject to interpretation, may be dependent on political pressures and factors and/or are subject to change.

WeMany ~~may~~of bethe ~~unable~~products we develop and manufacture are highly dependent on our ability to ~~adequately~~meet ~~protect~~local, orstate, ~~continue~~federal and international regulations. In particular, our ability to ~~use~~meet the certification requirements for our ~~intellectual~~products ~~property;~~in ~~failure~~the United States and abroad could determine the ability to ~~protect~~sell, ~~such~~deliver, ~~intellectual~~and ~~property~~manufacture ~~may~~our ~~harm~~products, and therefore, could impact our ~~business~~operating results. These regulations include design and manufacture of products and components. While a common framework exists among many regulatory authorities allowing for recognition of different regulatory approvals by other regulatory entities, often times there are differences that require additional validation to meet the requirements of a specific entity. The risk not only lies in the viability of a particular product but also the time to market. Delays in the process are not unusual and can lead to delays in bringing product to market. These delays could result in financial and competitive impacts on the Company’s operations. For a description of the regulatory frameworks that apply to our products and services, see the section titled “Business— Government Regulation.”

~~The~~Our ~~success of our~~ business, inis ~~part,~~highly ~~depends~~regulated onand our ~~continued~~ ability to ~~use~~generate ~~our~~revenues ~~brand name~~ and ~~other~~profit intellectual property to increase awareness of our brand name. We will attempt to protect our intellectual property rights through available copyright and trademark laws. Despite these precautions, existing copyright and trademark laws afford only limited practical protection in certain countries, and the actions taken by us may be ~~inadequate~~limited ~~to prevent imitation~~ by ~~others~~regulatory ofrestrictions ~~our brand name.~~ and ~~other intellectual property. Protecting our intellectual property rights may be impeded. If we fail to register the appropriate trademarks~~ /or ~~our~~changes ~~other~~and ~~efforts to protect relevant intellectual property prove to be inadequate,~~ the ~~value~~speed ofwith ~~our brands could decrease,~~ which ~~could~~such ~~harm~~restrictions ~~our business~~ and/or ~~results~~changes ~~of operations~~occur.

WeAerospace ~~will~~manufacturers and aircraft operators are subject to extensive regulatory and legal requirements that involve significant compliance costs. The Civil Aviation Authorities may issue regulations relating to the operation of aircraft that could require ~~additional~~significant ~~capital~~expenditures. Implementation of the requirements created by such regulations may result in increased costs for our electric air mobility passengers and us. Additional laws, regulations, taxes and airport rates and charges have been proposed from time to ~~execute~~time that could significantly increase the cost of our operations or reduce the demand for air travel. If adopted, these measures could have the effect of raising fares, reducing revenue and increasing costs. Moreover, the nature of and the speed with which these regulations are completed and implemented pose a risk for our financial performance and condition, timing of growth and overall potential. As a result, we cannot ensure that these and other laws or regulations enacted in the future will not have a negative impact on our business, ~~strategy~~financial condition, and results of operations.

WeGovernments ~~have~~and anregulatory ~~ambitious~~agencies ~~business~~in ~~strategy~~the ~~that~~markets ~~includes~~where ~~expansion~~we ~~through~~manufacture ~~internal~~and ~~growth.~~sell Ifdrone weproducts ~~require~~may ~~the~~enact ~~need~~additional toregulations ~~raise~~relating ~~additional~~to ~~capital~~product ~~through~~safety ~~the~~and ~~sale~~consumer ofprotection ~~equity,~~in the ~~issuance~~future, ofand ~~those~~may ~~shares~~also ~~could~~increase ~~result~~the inpenalties ~~dilution~~for failure to ~~our~~comply ~~shareholders.~~with Inproduct ~~addition,~~safety ifand weconsumer ~~obtain~~protection ~~debt~~regulations. ~~financing~~In addition, aone ~~portion~~or more of our ~~operating~~customers ~~cash~~might ~~flow~~require ~~may~~changes bein ~~dedicated~~our toproducts, such as the ~~payment~~non-use of ~~principal~~certain ~~and~~materials, ~~interest~~in onthe ~~such indebtedness~~future. IfComplying ~~adequate~~with ~~funds~~any ~~are~~such ~~unavailable,~~additional weregulations ~~may~~or berequirements ~~required~~could toimpose ~~curtail~~increased costs on our ~~operations~~business. ~~There~~Similarly, ~~can~~increased bepenalties nofor ~~assurance~~non-compliance ~~that~~could ifsubject weus ~~were~~ to ~~need~~greater ~~additional~~expenses ~~funds~~in tothe ~~meet~~event ~~obligations~~any weof ~~may~~our ~~incur~~products inwere ~~the~~found ~~future,~~to ~~that~~not ~~additional~~comply ~~financing~~with ~~arrangements~~such ~~would~~regulations. beSuch ~~available~~increased incosts ~~amounts~~ or penalties could have a negative impact on ~~terms~~our ~~acceptable~~business, tofinancial ~~us.~~condition, and results of operations.

~~Our~~28 ~~officers~~Table ~~own~~of ~~a controlling interest in the voting stock and investors will have minimal influence on our operations.~~Contents

~~Our~~We ~~officers~~are ~~beneficially~~subject ~~own and control the votes of approximately 88.6% of the outstanding Common Stock. As a result, our officers, acting together, will have the ability~~ to ~~control substantially all matters submitted to our stockholders for approval, including~~ the ~~selection~~risks orassociated ~~removal~~with ofconducting ~~board~~international ~~members,~~business ~~amendments to the articles of incorporation or bylaws and measures that can affect a change in control or merger~~operations.

~~Climate~~In ~~changes~~addition ~~may~~to ~~indirectly~~our ~~impact~~U.S. operations, we also plan to have international operations throughout the world, including in the United Arab Emirates, East Africa, and Greece; to sell our products and services to international dealers and customers, including foreign governments; and to engage in sales and marketing efforts in many foreign jurisdictions. In international sales, we face substantial competition from both U.S. manufacturers and international manufacturers whose governments sometimes provide R&D assistance, marketing subsidies and other assistance for their products and services. International sales present risks that are different and potentially greater than those encountered in our U.S. business. In 2023, a majority of our total net sales were from international customers. International sales are subject to numerous political and economic factors, including changes in foreign national priorities, foreign government budgets, global economic conditions, and fluctuations in foreign currency exchange rates, the possibility of trade sanctions and other government actions, regulatory requirements, significant competition, taxation, and other risks associated with doing business outside the United States. Sales of military products and services and any associated industrial development (offset) agreements are subject to U.S. export regulations and foreign policy, and there could be significant delays or other issues in reaching definitive agreements for announced programs. See “—We cannot predict the consequences of future macroeconomic conditions or geopolitical events, but they may adversely affect market and economic conditions, the markets in which we operate, our ability to insure against risks, our operations or our profitability.”

~~Climate~~We ~~changes~~anticipate ~~such~~that asour ~~severe~~international ~~weather,~~business ~~temperature~~will ~~fluctuations,~~be ~~water~~conducted ~~shortages~~by ~~may~~direct ~~negatively~~commercial ~~impact~~sales ~~the~~ (“~~Shops~~DCS”) ~~and~~to ~~consumers~~international ~~with~~customers. ~~whom~~DCS wetransactions ~~conduct~~represent ~~transactions~~sales ~~with~~directly to international customers and are subject to U.S. ~~Additionally,~~and ~~climate~~foreign ~~change~~laws ~~related~~and regulations, ~~may~~including ~~increase~~product ~~the~~testing, ~~costs~~import-export control, economic sanctions, technology transfer restrictions, investments, taxation, repatriation of earnings, exchange controls, the ~~“Shops”~~Foreign ~~doing~~Corrupt ~~business~~Practices Act and other anti-corruption laws and regulations, ~~which~~and ~~may~~the ~~increase~~anti-boycott provisions of the ~~costs~~U.S. Export Control Reform Act of 2018. While we have extensive policies in place to ~~the~~comply ~~consumers~~with ~~conducting~~such ~~transactions~~laws and regulations, failure by us, our employees or others working on our behalf to comply with ~~the~~these ~~Shops~~laws and regulations could result in administrative, ~~which~~civil, ~~may~~or ~~negatively~~criminal ~~impact~~liabilities, including suspension, debarment from bidding for or performing government contracts, or suspension of our ~~revenues~~export privileges, which could have a material adverse effect on us. We frequently team with international subcontractors and ~~potential~~suppliers ~~profitability~~who also are exposed to similar risks.

~~RISKS~~We ~~RELATED~~believe TODCS ~~OUR~~transactions ~~SECURITIES~~present a higher level of potential risks because they involve direct commercial relationships with parties with which we typically have less familiarity. Additionally, international procurement and local country rules and regulations, contract laws and judicial systems differ from those in the United States and, in some cases, may be less predictable than those in the United States, which could impair our ability to enforce contracts and increase the risk of adverse or unpredictable outcomes, including the possibility that certain matters that would be considered civil matters in the United States are treated as criminal matters in other countries.

AnAdditionally, ~~investment~~changes in regulatory, geopolitical, social, economic, or monetary policies and other factors, including those which may result from the outcome of the 2024 U.S. presidential election, if any, may have a material adverse effect on our ~~shares~~business isin ~~highly~~the ~~speculative~~future, or may require us to exit a particular market or significantly modify our current business practices. Abrupt political change, terrorist activity and armed conflict pose a risk of general economic disruption in affected countries, including economic sanctions and export license requirements, which could also result in an adverse effect on our business and results of operations.

~~The shares of our common stock are highly speculative in nature~~Economic, ~~involve~~political ~~a high degree of risk~~ and ~~should~~other be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the risk factors contained herein relating to our business and prospects. If any of the risks ~~presented~~associated ~~herein~~with ~~actually occur,~~ our ~~business,~~international ~~financial~~operations ~~condition or operating results~~ could ~~be materially~~ adversely ~~affected.~~affect ~~In such case, the trading price of~~ our ~~common~~revenues ~~stock could decline,~~ and ~~you~~international ~~may~~growth ~~lose all or part of your investment~~prospects.

~~The~~We ~~market~~recently ~~price~~announced procurement of licenses specific to establish a drone-based delivery service in Dubai, UAE, in the name of our ~~Common~~subsidiary ~~Stock~~Global ~~may~~Autonomous ~~fluctuate~~Corporation ~~significantly~~(“GAC”). We have intentions to establish offices in the UAE in the future, and intend to maintain inventory and employees at that location. Our subsidiary, Vayu, has also received drone orders from Nigeria through All American Contracting.

We29 ~~expect~~Table ~~that the market price~~ of ~~our Common Stock may fluctuate in response to one or more of the following factors, many of which are beyond our control:~~Contents

·We ~~competitive~~intend ~~pricing pressures, · our ability~~ to ~~market~~expand our ~~services~~international onpresence aas ~~cost-effective~~part ~~and~~of ~~timely~~our ~~basis,~~business ·strategy. ~~changing~~Our ~~conditions~~international inoperations ~~the~~are ~~market,~~subject ·to ~~changes~~a innumber ~~market valuations~~ of ~~similar~~risks ~~companies,~~inherent ·to ~~stock~~operating ~~market~~in ~~price~~foreign ~~and volume fluctuations generally~~countries, ·and ~~regulatory~~any ~~developments,~~expansion ·of ~~fluctuations in~~ our ~~quarterly~~international oroperations ~~annual~~will ~~operating~~amplify ~~results,~~the ·effects ~~additions or departures~~ of ~~key~~these ~~personnel~~risks, ~~and~~which ·include, ~~future~~among ~~sales~~others: ~~of our Common Stock or other securities.~~

· differences in culture, economic and labor conditions and practices; · the policies of the U.S. and foreign governments; · disruptions in trade relations and economic instability; · differences in enforcement of contract and intellectual property rights; · social and political unrest; · natural disasters, terrorist attacks, pandemics or other catastrophic events; · complex, varying and changing government regulations and legal standards and requirements, particularly with respect to tax regulations, price protection, competition practices, export control regulations and restrictions, customs and tax requirements, immigration, anti-boycott 22regulations, data privacy, intellectual property, anti-corruption ~~Table~~and ofenvironmental ~~Contents~~compliance, including the Foreign Corrupt Practices Act; · greater difficulty enforcing intellectual property rights and weaker laws protecting such rights; and · greater difficulty in accounts receivable collections and longer collection periods.

~~The~~We ~~price~~are atalso ~~which~~affected ~~you~~by ~~purchase~~domestic ~~shares~~and ofinternational ~~our~~laws ~~Common~~and ~~Stock~~regulations ~~may~~applicable ~~not~~to becompanies ~~indicative~~doing ofbusiness ~~the~~abroad ~~price~~or ~~that~~importing ~~will~~and ~~prevail~~exporting ingoods ~~the~~and ~~trading market~~materials. ~~Shareholders may experience wide fluctuations in the market price of our securities.~~ These ~~fluctuations~~include ~~may~~tax ~~have~~laws, alaws ~~negative~~regulating ~~effect~~competition, onanti-bribery/anti-corruption ~~the~~and ~~market~~other ~~price~~business ofpractices, ~~our securities~~ and ~~may~~trade ~~prevent~~regulations, aincluding ~~shareholder~~duties ~~from~~and ~~obtaining~~tariffs. aCompliance ~~market~~with ~~price~~these ~~equal~~laws tois ~~the~~costly, ~~purchase~~and ~~price~~future ~~such~~changes ~~shareholder paid when the shareholder attempts~~ to ~~sell our securities in the open market. In~~ these ~~situations,~~laws ~~the shareholder~~ may berequire ~~required~~significant ~~either~~management toattention ~~sell~~and ~~our~~disrupt ~~securities at a market price, which is lower than the purchase price the shareholder paid, or to hold~~ our ~~securities for a longer period than planned~~operations. AnAdditionally, ~~inactive~~while orit ~~low~~is ~~trading~~difficult ~~market may also impair our ability~~ to ~~raise~~assess ~~capital~~what bychanges ~~selling shares of capital stock. You~~ may beoccur ~~unable~~and tothe ~~sell~~relative ~~your~~effect ~~shares~~on ofour ~~Common~~international ~~Stock~~tax ~~at or above your purchase price~~structure, ~~which~~significant ~~may~~changes ~~result~~ in ~~substantial~~how ~~losses to you which may include the complete loss of your investment~~U.S. ~~Any~~and offoreign ~~the~~jurisdictions ~~risks~~tax ~~described~~cross-border ~~above~~transactions could materially and adversely affect our ~~sales~~results ~~and~~of ~~profitability~~operations and ~~the~~financial ~~price of our Common Stock~~position.

~~You~~There ~~may~~are ~~experience~~other ~~dilution~~risks ofthat ~~your~~are ~~ownership~~inherent ~~interests~~in ~~because~~international ofoperations, including the ~~future~~potential ~~issuance~~for ofchanges ~~additional~~in ~~shares~~socio-economic ofconditions, ~~our~~laws ~~common~~and regulations, including, among others, competition, import, export, labor and environmental, health and safety laws and regulations, and monetary and fiscal policies, protectionist measures that may prohibit acquisitions or ~~preferred~~joint ~~stock~~ventures, or impact trade volumes, unsettled political conditions; government-imposed plant or other operational shutdowns, backlash from foreign labor organizations related to our restructuring actions, corruption; natural and man-made disasters, hazards and losses, violence, civil and labor unrest, and possible terrorist attacks.

InAdditionally, if the ~~future~~opportunity arises, we may ~~issue~~expand our ~~authorized~~operations ~~but~~into ~~previously~~new ~~unissued~~and ~~equity~~high-growth ~~securities~~international markets. However, ~~resulting~~there inis ~~the~~no ~~dilution~~assurance ofthat ~~the~~we ~~ownership~~will ~~interests~~expand ofour operations in such markets in our ~~present~~desired ~~stockholders~~time frame. WeTo ~~are~~expand ~~authorized~~our tooperations ~~issue~~into annew ~~aggregate~~international ofmarkets, ~~200~~we may enter into business combination transactions,~~000,000~~ ~~shares~~make ofacquisitions ~~common~~or ~~stock~~enter ofinto ~~which~~strategic 22partnerships,~~564~~ joint ventures or alliances,~~982~~ ~~have~~any ~~been~~of ~~issued~~which ~~and~~may ~~are~~be ~~outstanding~~material. We may ~~issue~~enter ~~additional~~into ~~shares~~these oftransactions ~~our~~to ~~common~~acquire ~~stock~~other inbusinesses ~~connection~~or ~~with~~products ~~hiring~~to expand our products or ~~retaining~~take ~~employees,~~advantage ~~future~~of ~~acquisitions,~~new ~~future~~developments ~~sales~~and potential changes in the industry. Our lack of experience operating in new international markets and our ~~securities~~lack ~~for~~of ~~capital~~familiarity ~~raising~~with ~~purposes~~local economic, orpolitical ~~for~~and ~~other~~regulatory ~~business~~systems ~~purposes~~could prevent us from achieving the results that we expect on our anticipated time frame or at all. If we are unsuccessful in expanding into new or high- growth international markets, it could adversely affect our operating results and financial condition.

~~There~~We isand ~~presently~~the nothird ~~market~~parties ~~for~~with ~~our~~whom ~~Common~~we ~~Stock;~~work anare ~~inability~~subject to ~~develop~~stringent and evolving U.S. and foreign laws, regulations, and rules, contractual obligations, industry standards, policies and other obligations related to data privacy and security. Our (or ~~maintain~~the athird ~~trading~~parties ~~market~~with whom we work) actual or perceived failure to comply with such obligations could ~~negatively~~lead ~~affect~~to ~~the~~regulatory ~~value~~investigations or actions; litigation (including class claims) and mass arbitration demands; fines and penalties; disruptions of our ~~Common~~business ~~Stock~~operations; ~~and~~reputational ~~make~~harm; itloss ~~difficult~~of ~~for~~revenue ~~you~~or toprofits; ~~sell~~loss ~~your~~of ~~shares~~customers or sales; and other adverse business consequences.

~~Prior~~In tothe ~~this~~ordinary ~~Offering,~~course ~~there~~of ~~has~~business, ~~been no public market for our Common Stock. Although~~ we ~~intend~~collect, toreceive, ~~become~~store, aprocess, ~~public~~generate, ~~reporting~~use, ~~company~~transfer, ~~after~~disclose, ~~this~~make ~~Offering~~accessible, ~~and apply to FINRA to have our Common Stock approved for quotation on the OTCQB quotation medium~~protect, ~~there are no assurances that we will meet the requirements to~~ secure, adispose ~~stock~~of, ~~symbol. The OTC Markets is a dealer system that relies upon market-makers to provide quotations for the Common Stock~~transmit, and itshare ~~is possible that no market-maker will want to provide such quotations. If an active trading market cannot be achieved~~(collectively, itprocess) ~~could~~personal ~~negatively~~data ~~affect the value of the Shares~~ and ~~make~~other itsensitive ~~difficult for you to sell your Shares or recover any part of your investment. Even if a market for our Common Stock does develop~~information, ~~the~~including ~~market~~proprietary ~~price~~and ofconfidential ~~our~~business ~~Common Stock may be highly volatile. In addition~~data, ifintellectual ~~we do not meet the criteria set forth in SEC regulations~~property, ~~various~~and ~~requirements~~sensitive ~~could~~third-party bedata. ~~imposed~~Our bydata ~~law~~processing onactivities ~~broker-dealers~~subject ~~who~~us ~~sell our securities~~ to ~~individuals~~numerous ~~other~~data ~~than~~privacy ~~established customers~~ and ~~accredited~~security ~~investors. Accordingly~~obligations, ~~there~~such ~~can be no assurance~~ as tovarious ~~the~~laws, ~~liquidity~~regulations, ofguidance, ~~any~~industry ~~markets~~standards, ~~that~~external ~~may~~and ~~develop~~internal ~~for~~privacy ~~our~~and ~~Common~~security ~~Stock~~policies, ~~the~~contractual ~~ability of holders of our Common Stock to sell our Common Stock~~requirements, orand ~~the~~other ~~prices~~obligations atrelating ~~which holders may be able~~ to ~~sell~~data ~~our~~privacy ~~Common~~and ~~Stock~~security.

If30 ~~our~~Table ~~stock is thinly traded, sale~~ of ~~your holding may take a considerable amount of time.~~Contents

IfIn ~~our~~conjunction ~~shares~~with ofdefense ~~our~~procurements, ~~Common~~some ~~Stock~~international ~~become~~customers ~~quoted,~~require ~~they~~contractors ~~may~~to becomply ~~thinly~~with ~~traded~~industrial oncooperation ~~the~~regulations, ~~OTC~~including ~~Markets~~entering ~~OTCQB~~into ~~tier~~industrial participation, ~~meaning~~industrial ~~that~~development ~~the~~or ~~number~~localization ofagreements, ~~persons~~sometimes ~~interested~~referred into ~~purchasing~~as offset agreements or offset contracts, as a condition to obtaining orders for our ~~Common~~products ~~Stock~~and atservices. orThese ~~near~~offset ~~bid~~agreements ~~prices~~generally atextend ~~any~~over ~~given~~several ~~time~~years and obligate the contractor to perform certain commitments, which may beinclude ~~relatively~~in-country ~~small~~purchases, ortechnology ~~non~~transfers, local manufacturing support, consulting support to in-~~existent.~~country ~~Consequently~~projects, ~~there~~investments ~~may~~in bejoint ~~periods~~ventures ofand ~~several~~financial ~~days~~support projects, and preference for local suppliers or ~~more~~subcontractors. ~~when~~The ~~trading~~customer’s ~~activity~~expectations in ~~our~~respect ~~shares~~of isthe ~~minimal~~scope orof ~~non~~offset commitments can be substantial, including high-~~existent~~value content, asand ~~compared~~may exceed existing local technical capability. Failure to ameet ~~seasoned~~these ~~issuer~~commitments, which ~~has~~can abe ~~large~~subjective and ~~steady~~outside ~~volume~~ of ~~trading~~our ~~activity~~control, ~~that~~may ~~will~~result ~~generally~~in ~~support~~significant ~~continuous~~penalties, ~~sales~~and ~~without~~could anlead ~~adverse~~to ~~effect~~a onreduction ~~share~~in ~~price~~sales to a country. WeFurthermore, ~~cannot~~some ~~give~~of ~~you~~our ~~any~~existing ~~assurance~~offset agreements are dependent upon the successful operation of joint ventures that awe ~~broader~~do ornot ~~more~~control ~~active~~and ~~public~~involve ~~trading~~products ~~market~~and ~~for~~services that are outside of our ~~Common~~core ~~Stock~~business, ~~will~~which ~~develop~~may orincrease bethe ~~sustained~~risk of breaching our obligations, orexposing ~~that~~us ~~current~~to ~~trading~~compliance ~~levels~~risks ~~will~~of bethe ~~sustained.~~joint ~~Due~~venture, and impairing our ability to ~~these~~recover ~~conditions,~~our weinvestment. ~~can~~For ~~give~~more ~~you~~information noon ~~assurance~~our ~~that~~industrial ~~you~~development ~~will~~obligations, beincluding ~~able~~the tonotional ~~sell~~value ~~your~~of ~~shares~~our atremaining orindustrial ~~near~~development ~~bid~~obligations ~~prices~~and orpotential atpenalties ~~all~~for ifnon-compliance, ~~you~~see ~~need~~the ~~money~~section ortitled ~~otherwise~~“Management’s ~~desire~~Discussion toand ~~liquidate~~Analysis ~~your~~of ~~shares~~Financial Condition and Results of Operations—Contractual Obligations.”

In the United States, federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), and other similar laws (e.g., wiretapping laws). In the past few years, numerous U.S. states—including California, Virginia, Colorado, Connecticut, and Utah—have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data. As applicable, such rights may include the right to access, correct, or delete certain personal data, and to opt-out 23of certain data processing activities, such as targeted advertising, profiling, and automated decision-making. ~~Table~~The exercise of ~~Contents~~these rights may impact our business and ability to provide our products and services. Certain states also impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments. These state laws allow for statutory fines for noncompliance. For example, the California Consumer Privacy Act of 2018 (“CCPA”) applies to personal data of consumers, business representatives, and employees who are California residents, and requires businesses to provide specific disclosures in privacy notices and honor requests of such individuals to exercise certain privacy rights. The CCPA provides for fines of up to $7,500 per intentional violation and allows private litigants affected by certain data breaches to recover significant statutory damages. Similar laws are being considered in several other states, as well as at the federal and local levels, and we expect more states to pass similar laws in the future.

IfOutside ~~approved~~the ~~for~~United ~~stock~~States, ~~quotation~~an increasing number of laws, ~~our~~regulations, ~~Common~~and ~~Stock~~industry ~~will~~standards begovern ~~subject~~data toprivacy and security. For example, the ~~"Penny~~European ~~Stock"~~Union’s ~~rules~~General ofData Protection Regulation, the ~~SEC~~United ~~and~~Kingdom’s General Data Protection Regulation (collectively, the ~~trading~~“GDPR”), ~~market~~and inBrazil’s ~~our~~General ~~securities~~Data ~~will~~Protection beLaw ~~limited~~(Lei Geral de Proteção de Dados Pessoais) (Law No. 13,709/2018) ~~which~~impose ~~makes~~strict ~~transactions~~requirements infor ~~our~~processing ~~Common~~personal ~~Stock~~data. ~~cumbersome~~In Canada, the Personal Information Protection and ~~may~~Electronic ~~reduce~~Documents ~~the~~Act ~~value~~and ofvarious anrelated ~~investment~~provincial inlaws, ~~our~~as ~~Common~~well ~~Stock~~as Canada’s Anti-Spam Legislation, may apply to our operations.

~~Rule~~Our ~~15g-9~~employees ~~under~~and ~~the~~personnel ~~Exchange~~use ~~Act~~generative ~~establishes~~AI ~~the~~technologies ~~definition~~to ofperform atheir ~~“penny stock~~work,” ~~for~~and the ~~purposes~~disclosure ~~relevant~~and touse ~~us, as any equity security that has a market price~~ of ~~less~~personal ~~than~~data ~~$5.00~~in ~~per~~generative ~~share~~AI ortechnologies ~~with~~is ~~an exercise price of less than $5.00 per share,~~ subject to ~~certain~~various ~~exceptions.~~privacy ~~For~~laws ~~any~~and ~~transaction~~other ~~involving~~privacy aobligations. ~~penny~~Governments ~~stock,~~have ~~unless~~passed ~~exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks;~~ and ~~(b)~~are ~~the~~likely ~~broker or dealer receive from the investor a written agreement~~ to ~~the~~pass ~~transaction,~~additional ~~setting~~laws ~~forth~~regulating ~~the~~generative ~~identity~~AI. ~~and~~Our ~~quantity~~use of ~~the~~this ~~penny~~technology ~~stock~~could toresult ~~be purchased. In order to approve a person’s account for transactions~~ in ~~penny~~additional ~~stocks~~compliance costs, ~~the~~regulatory ~~broker~~investigations ~~or dealer must: (a) obtain financial information~~ and ~~investment~~actions, ~~experience objectives of the investor~~ and ~~(b)~~lawsuits. ~~make~~If awe ~~reasonable~~are ~~determination~~unable ~~that~~to ~~the~~use ~~transactions~~generative inAI, ~~penny~~it ~~stocks~~could ~~are~~make ~~suitable~~our ~~for~~business ~~that~~less ~~investor~~efficient and ~~the~~result ~~investor has sufficient knowledge and experience~~ in ~~financial~~competitive ~~matters to be capable of evaluating the risks of transactions in penny stocks~~disadvantages. ~~The~~We ~~broker~~use orAI/machine ~~dealer~~learning ~~must also deliver, prior~~ to ~~any~~assist ~~transaction~~us in amaking ~~penny~~certain ~~stock~~decisions, awhich ~~disclosure~~is ~~schedule~~regulated ~~prescribed~~ by ~~the~~certain ~~SEC~~privacy ~~relating~~laws. Due to ~~the~~inaccuracies ~~penny~~or ~~stock~~flaws ~~market, which,~~ in ~~highlight form: (a) sets forth~~ the ~~basis~~inputs, onoutputs, ~~which the broker~~ or ~~dealer~~logic ~~made~~of the ~~suitability~~AI/machine ~~determination; and (b) confirms that the broker or dealer received a signed~~learning, ~~written agreement from~~ the ~~investor~~model ~~prior~~could ~~to the transaction. Disclosure also has to~~ be ~~made~~biased ~~about the risks of investing in penny stocks in both public offerings~~ and incould ~~secondary~~lead ~~trading~~us ~~and~~to ~~about~~make ~~the~~decisions ~~commissions~~that ~~payable~~could tobias ~~both~~certain ~~the~~individuals ~~broker~~ (or ~~dealer~~classes ~~and~~of ~~the registered representative~~individuals), ~~current~~and ~~quotations~~adversely ~~for~~impact ~~the~~their ~~securities and the~~ rights, employment, and ~~remedies~~ability ~~available~~ to anobtain ~~investor~~certain inpricing, ~~cases~~products, ~~of fraud in penny stock transactions. Finally~~services, ~~monthly~~or ~~statements have to be sent disclosing recent price information for the penny stock held in the account and information on the market in penny stocks~~benefits.

~~You~~31 ~~may~~Table ~~have~~of ~~difficulty in locating a securities broker-dealer who will accept our shares.~~Contents

WeIn ~~understand~~the ~~that~~ordinary ~~most~~course of business, we may transfer personal data from Europe and other jurisdictions to the ~~firms~~United ~~clearing~~States ~~stock~~or ~~for~~other ~~many~~countries. ~~broker-dealers~~Europe and other jurisdictions have ~~terminated~~enacted ~~acceptance~~laws requiring data to be localized or limiting the transfer of ~~penny~~personal ~~stocks~~data ~~that~~to ~~are~~other ~~not~~countries. ~~traded~~In onparticular, anthe ~~exchange~~European Economic Area (the “EEA”) and the United Kingdom (the “UK”) have significantly restricted the transfer of personal data to the United States and other countries whose privacy laws it generally believes are inadequate. AsOther ajurisdictions ~~result,~~may adopt similarly stringent interpretations of their data localization and cross-border data transfer laws. Although there are acurrently ~~limited~~various ~~number~~mechanisms ofthat ~~securities~~may ~~brokers~~be ~~who~~used ~~will~~to ~~open~~transfer anpersonal ~~account~~data from the EEA and the United Kingdom to the United States in compliance with law, such as the EEA standard contractual clauses, the UK’s International Data Transfer Agreement / Addendum, and the EU-U.S. Data Privacy Framework and the UK extension thereto (which allows for transfers to relevant U.S.-based organizations who self-certify compliance and participate in the ~~purchase~~Framework), these mechanisms are subject to legal challenges, and there is No assurance that we can satisfy or ~~sale~~rely ofon ~~our~~these ~~shares~~measures to lawfully transfer personal data to the United States. If there is No lawful manner for us to transfer personal data from the EEA, the United Kingdom or ~~place~~other ajurisdictions ~~buy~~to the United States, or ~~sell~~if ~~order~~the requirements for ~~you~~a aslegally-compliant antransfer ~~existing~~are ~~customer~~too ~~for~~onerous, we could face significant adverse consequences, including the ~~purchase~~interruption or ~~sale~~degradation of our ~~shares. Also~~operations, the need to relocate part of or all of our business or data processing activities to other jurisdictions (such as aEurope) ~~result~~at significant expense, weincreased ~~believe~~exposure ~~you~~to ~~may~~regulatory ~~pay~~actions, ~~higher~~substantial ~~brokerage~~fines ~~commissions~~and onpenalties, the ~~purchase~~inability to transfer data and ~~sale~~work with partners, vendors and other third parties, and injunctions against our processing or transferring of personal data necessary to operate our ~~shares~~business. Additionally, becompanies ~~limited~~that totransfer ~~only~~personal adata ~~few~~out ~~securities~~of ~~brokerage~~the ~~firms~~EEA inand the ~~event~~United ~~you~~Kingdom ~~become~~to ~~dissatisfied~~other ~~with~~jurisdictions, ~~limited~~particularly ~~liquidity~~to ~~related~~the United States, are subject to ~~your~~increased ~~investment~~scrutiny infrom ~~our~~regulators, ~~shares~~individual litigants, and activist groups. Some European regulators have ordered certain companies to suspend or permanently cease certain transfers out of Europe for allegedly violating the GDPR’s cross-border data transfer limitations.

~~There~~In ~~will~~addition beto ~~restrictions~~data onprivacy ~~resale~~and ofsecurity ~~the~~laws, ~~Securities~~we are contractually subject to industry standards adopted by industry groups and, ~~there~~we isare, noor ~~assurance~~may ofbecome subject to such obligations in the ~~registration~~future. We are also bound by contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful. We publish privacy policies, marketing materials and other statements regarding data privacy and security. If these policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair, or misrepresentative of ~~the~~our ~~Securities~~practices, we may be subject to investigation, enforcement actions by regulators or other adverse consequences.

~~None~~Obligations ofrelated ~~the~~to ~~Securities~~data ~~offered~~privacy ~~hereby~~and ~~may~~security be(and ~~resold~~consumers’ ~~unless,~~data atprivacy ~~the~~expectations) ~~time~~are ofquickly ~~such intended sale~~changing, ~~there~~becoming isincreasingly ~~a current registration statement covering the resale of the Securities or there exists an exemption from registration under the Securities Act~~stringent, and ~~such~~creating ~~Securities~~uncertainty. ~~have been registered~~Additionally, ~~qualified,~~these orobligations ~~deemed~~may to be ~~exempt~~subject ~~under~~to ~~applicable~~differing ~~securities~~applications orand ~~“blue~~interpretations, ~~sky”~~which ~~laws~~may inbe ~~the~~inconsistent ~~state of residence of the seller~~ or inconflict ~~the~~among ~~state~~jurisdictions. ~~where~~Preparing ~~sales~~for ~~are~~and ~~being~~complying ~~effected.~~with ~~While~~these weobligations ~~currently~~requires ~~intend~~us to ~~file~~devote asignificant ~~registration~~resources, ~~statement~~which ~~with~~may ~~the~~necessitate ~~SEC~~changes ~~after~~to ~~completion~~our ~~of this Offering~~services, weinformation ~~are not granting investors any registration rights and no assurance can be given when~~technologies, ~~if ever~~systems, aand ~~registration~~practices ~~statement~~and ~~covering~~to ~~the~~those ~~resale~~ of ~~the~~any ~~Shares~~third ~~will~~parties bethat ~~filed~~process orpersonal ~~declared~~data ~~effective~~on byour ~~the SEC~~behalf. IfWe ~~the~~may ~~SEC~~at ~~does~~times ~~not~~fail ~~approve~~(or ~~a registration statement covering the resale of the Shares, investors will~~ be ~~precluded~~perceived ~~from~~to ~~disposing~~have offailed) ~~such~~in ~~Securities~~our ~~unless~~efforts ~~such Securities may become eligible~~ to becomply ~~disposed~~with ofour ~~under~~data ~~the~~privacy ~~exemptions~~and ~~provided~~security ~~by Rule 144 under the Securities Act without restriction~~obligations. ~~If the Shares are not registered for resale under the Securities Act~~Moreover, ordespite ~~exempt~~our ~~therefrom~~efforts, ~~and~~our ~~registered~~personnel or ~~qualified~~third ~~under~~parties ~~applicable~~with ~~securities~~whom orwe ~~“blue~~work ~~sky”~~may ~~laws,~~fail orto ~~deemed~~comply ~~exempt~~with ~~therefrom~~such obligations, ~~the~~which ~~value~~could ofnegatively ~~the~~impact ~~Shares~~our ~~could~~business ~~be reduced~~operations.

~~Any~~If ~~market~~we ~~that~~or ~~develops~~the inthird ~~shares~~parties ofwith ~~our~~whom ~~common~~we ~~stock~~work ~~will~~fail, beor ~~subject~~are perceived to ~~the~~have ~~penny~~failed, ~~stock~~to ~~regulations~~address or comply with applicable data privacy and security obligations, we could face significant consequences, including but not limited to: government enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar); litigation (including class-action claims) and mass arbitration demands; additional reporting requirements and/or oversight; bans or restrictions ~~pertaining~~on processing personal data; and orders to ~~low~~destroy ~~priced~~or ~~stocks~~not ~~that~~use ~~will~~personal ~~create~~data. In particular, plaintiffs have become increasingly active in bringing privacy-related claims against companies, including class claims and mass arbitration demands. Some of these claims allow for the recovery of statutory damages on a ~~lack~~per violation basis, and, if viable, carry the potential for monumental statutory damages, depending on the volume of ~~liquidity~~data and ~~make~~the ~~trading~~number ~~difficult~~of violations. Any of these events could have a material adverse effect on our reputation, business, or ~~impossible~~financial condition, including but not limited to, loss of customers; inability to process personal data or to operate in certain jurisdictions; limited ability to develop or commercialize our products; expenditure of time and resources to defend any claim or inquiry; adverse publicity; or substantial changes to our business model or operations.

~~The~~Our ~~trading~~international ofoperations ~~our~~require ~~securities~~us ~~will~~to becomply inwith ~~the~~U.S. ~~over-the-counter~~and ~~market,~~certain ~~which~~foreign isanti-corruption ~~commonly~~laws ~~referred~~and toregulations, asexport ~~the~~and ~~OTCQB~~import ascontrols, ~~maintained~~economic bysanctions ~~the~~and ~~Financial Industry Regulatory Authority (“FINRA”)~~embargoes. AsWe acould ~~result,~~face anliability ~~investor~~and ~~may~~other ~~find~~serious itconsequences ~~difficult~~for ~~to dispose of~~violations, orwhich tocould ~~obtain~~materially ~~accurate~~adversely ~~quotations~~affect asour tobusiness ~~the~~and ~~price of our securities~~reputation.

~~Rule~~32 ~~3a51-1~~Table of the Exchange Act establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions that are not available to us. It is likely that our shares will be penny stocks for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.Contents

~~For~~We ~~any~~are ~~transaction~~subject ~~involving~~to aanti-corruption ~~penny~~laws ~~stock~~and regulations, ~~unless~~including ~~exempt~~the Foreign Corrupt Practices Act (“FCPA”), the ~~penny~~U.S. ~~stock~~domestic ~~rules~~bribery ~~require~~statute ~~that~~contained ain ~~broker~~18 orU.S.C. ~~dealer~~§ ~~approve~~201, athe ~~person’s~~U.S. ~~account~~Travel ~~for~~Act ~~transactions~~and inother ~~penny~~state ~~stocks~~ and national anti-bribery laws in the ~~broker~~countries orin ~~dealer~~which ~~receive~~we ~~from~~currently ~~the~~conduct ~~investor~~activities, aas ~~written~~well ~~agreement~~as tothose ~~the~~of ~~transaction~~any ~~setting~~countries ~~forth~~in which we may conduct activities in the ~~identity~~future. Anti-corruption laws are interpreted broadly and ~~quantity~~generally ofprohibit ~~the~~companies ~~penny~~and ~~stock~~their toemployees, beagents, ~~purchased.~~contractors Inand ~~order~~other third-party collaborators from offering, promising, giving, soliciting, receiving, or authorizing others to ~~approve~~give, asolicit, ~~person’s~~or ~~account~~receive ~~for~~anything ~~transactions~~of invalue, ~~penny~~either ~~stocks~~directly or indirectly through third parties, to any person in the ~~broker~~public or ~~dealer~~private ~~must~~sector to obtain ~~financial~~or ~~information~~retain business. The FCPA also requires public companies to make and ~~investment~~keep ~~experience~~books and ~~objectives~~records that accurately and fairly reflect the transactions of the ~~person~~corporation and ~~make~~to adevise ~~reasonable~~and ~~determination~~maintain ~~that~~an adequate system of internal accounting controls. We may engage third parties to sell our products or to obtain necessary permits, licenses, patent registrations, and other regulatory approvals outside the ~~transactions~~United inStates. ~~penny~~We ~~stocks~~can ~~are~~be ~~suitable~~held liable for ~~that~~the ~~person~~corrupt or other illegal activities of our employees, agents, contractors, and ~~that~~other ~~that~~partners, ~~person~~even ~~has~~if ~~sufficient~~we do not explicitly authorize or have actual knowledge of such activities. Any violation of the laws and ~~experience~~regulations described above may result in ~~financial~~substantial ~~matters~~civil toand becriminal ~~capable~~fines ofand ~~evaluating~~penalties, imprisonment, the ~~risks~~loss of ~~transactions~~export inor ~~penny~~import ~~stocks~~privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm, and other consequences.

-We 24are -also ~~Table~~subject to export control and import laws and regulations and economic and financial sanctions and trade embargoes, including the U.S. Export Administration Regulations (“EAR”) administered and enforced by the U.S. Department of ~~Contents~~Commerce, the International Traffic in Arms Regulations (“ITAR”) administered and enforced by the U.S. Department of State, U.S. Customs regulations, and various economic and financial trade sanctions regulations administered and enforced by the U.S. Treasury Department’s Office of Foreign Assets Controls, the U.S. Department of State, the United Nations Security Council, the EU and other relevant export controls and sanctions authorities.

~~The~~Pursuant ~~broker~~to these laws and regulations, we are required, among other things, to (i) maintain a registration under the ITAR (which controls the export of defense-related items and services), (ii) determine the proper licensing jurisdiction and export classification of products, software, and technology under U.S., EU and other applicable laws, and (iii) obtain licenses or ~~dealer~~other ~~must~~forms ~~also~~of ~~deliver~~government authorization to engage in the conduct of our business. Furthermore, ~~prior~~U.S. export control laws and economic sanctions prohibit the provision of certain products and services to ~~any~~countries, ~~transaction~~governments and persons targeted by U.S. sanctions. EU sanctions and export controls operate in a ~~penny~~similar ~~stock~~manner. Changes in U.S., aEU ~~disclosure~~or ~~schedule~~foreign ~~prepared~~trade bycontrol laws and regulations, or reclassifications of our products or technologies, may restrict our operations. Compliance with applicable regulatory requirements regarding the ~~SEC~~export ~~relating~~of toour products may create delays in the ~~penny~~introduction ~~stock~~of ~~market~~our products in international markets or, ~~which~~in some cases, prevent the export of our products to some countries altogether. The inability to secure and maintain necessary licenses and other authorizations could negatively impact our ability to compete successfully or to operate our business as planned. Any changes in ~~highlight~~export ~~form~~control laws and regulations or U.S., ~~sets~~EU ~~forth:~~and other government licensing policy may restrict our operations. For example, given the great discretion the government has in issuing or denying such authorizations to advance U.S. national security and foreign policy interests, there can be No assurance we will be successful in our future efforts to secure and maintain necessary licenses, registrations, or other U.S. government regulatory approvals.

·Although ~~the~~we ~~basis~~maintain onwritten policies, and have implemented procedures and safeguards, that are reasonably designed to maintain compliance with export controls, import laws, and economic and financial sanctions, there is No certainty that all of our employees or agents for which ~~the~~we ~~broker~~may be held responsible, suppliers, manufacturers, contractors or ~~dealer~~collaborators, ~~made~~or ~~the~~those ~~suitability~~of ~~determination~~our affiliates, will comply with all applicable anti-corruption, export and ·import ~~that~~control, and sanctions laws and regulations. Our global operations expose us to the ~~broker~~risk of violating, or ~~dealer~~being ~~received~~accused aof ~~signed~~violating, ~~written~~economic ~~agreement~~and ~~from~~trade sanctions laws and regulations. Violations of these laws and regulations could result in significant penalties, including: civil fines; criminal sanctions against us, our officers, or our employees; imprisonment; the ~~investor~~closing ~~prior~~down of facilities, including those of our suppliers and manufacturers; disgorgement of profits; injunctions and debarment from government contracts; requirements to obtain export licenses; cessation of business activities in sanctioned countries; implementation of compliance programs; and prohibitions on the ~~transaction~~conduct of our business. Any such violations could include prohibitions on our ability to offer our products in one or more countries, as well as difficulties in manufacturing or continuing to develop our products, and could materially adversely affect our reputation, our brand, our international expansion efforts, our ability to attract and retain employees, and our business, prospects, operating results and financial condition.

~~Disclosure~~33 ~~also~~Table ~~must be made about the risks~~ of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.Contents

~~Because~~We ~~of these regulations, broker-dealers~~ may ~~not~~be ~~wish~~unable to ~~engage~~source ~~in the above-referenced necessary paperwork~~ and ~~disclosures and/or may encounter difficulties in their attempt to~~ sell ~~shares of~~ our ~~common~~products ~~stock,~~profitably ~~which may affect the ability of selling shareholders~~ or ~~other~~at ~~holders~~all toif ~~sell~~new ~~their~~trade ~~shares~~protections inare ~~any~~imposed ~~secondary~~or ~~market~~existing ~~and~~protections have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities when our securities become ~~publicly~~more ~~traded~~burdensome. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, probably, will be subject to such penny stock rules for the foreseeable future and our shareholders will, likely, find it difficult to sell their securities.

~~Effective~~The ~~internal~~United ~~controls~~States ~~are~~and ~~necessary~~the ~~for~~countries usin towhich ~~provide~~our ~~reliable~~products ~~financial~~are ~~reports~~produced or sold have imposed and tomay ~~effectively~~impose ~~prevent~~additional ~~fraud~~quotas, duties, tariffs, or other measures, or may adversely adjust prevailing quota, duty, or tariff levels. WeSuch ~~maintain~~actions acould ~~system~~have ofan ~~internal~~adverse ~~control~~effect ~~over~~on our financial ~~reporting,~~statements for the period or periods for which isthe ~~defined~~applicable asfinal adeterminations ~~process~~are ~~designed~~made. byCountries impose, ormodify, ~~under~~and ~~the~~remove ~~supervision~~tariffs and other trade measures in response to a diverse array of factors, ~~our~~including ~~principal~~global ~~executive~~and ~~officer~~national economic and ~~principal~~political ~~financial officer~~conditions, orwhich ~~persons~~make ~~performing~~it ~~similar~~impossible ~~functions~~for us to predict future developments regarding tariffs, customs, and ~~effected~~other bytrade ~~our~~measures. ~~board~~Trade ofprotections, ~~directors~~including tariffs, ~~management~~quotas, safeguards, duties, and ~~other~~customs ~~personnel~~restrictions, tocould ~~provide~~increase ~~reasonable~~the ~~assurance~~cost ~~regarding~~or reduce the ~~reliability~~supply of ~~financial~~products ~~reporting~~available ~~and~~to ~~the~~us, ~~preparation~~could ofincrease ~~financial~~shipping ~~statements~~times, ~~for~~or ~~external~~may ~~purposes~~require inus ~~accordance~~to ~~with~~modify ~~generally~~our ~~accepted~~supply ~~accounting~~chain ~~principles~~organization or other current business practices, any of which could harm our business, financial condition, and results of operations.

~~FINRA~~Risks ~~sales~~Associated ~~practice~~with ~~requirements~~Our ~~may~~Business ~~limit a shareholder’s ability to buy~~ and ~~sell our Common Stock.~~Operations

InWe ~~addition~~are ~~to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending~~ an ~~investment~~"emerging togrowth ~~a customer~~company," aand ~~broker-dealer must have reasonable grounds for believing that~~ the ~~investment~~reduced isdisclosure ~~suitable~~requirements ~~for~~applicable ~~that customer. Prior~~ to ~~recommending~~"emerging ~~speculative~~growth ~~low-priced~~companies" ~~securities~~could ~~to their non-institutional customers, broker-dealers must~~ make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our ~~Common~~common stock, ~~which~~less ~~may~~attractive ~~limit your ability~~ to ~~buy and sell our stock and have an adverse effect on the market for our shares~~investors.

~~Shares~~We ~~eligible~~are ~~for~~an ~~future~~"emerging ~~sale~~growth company," as defined in the JOBS Act. For as long as we are an emerging growth company, we may ~~adversely~~take ~~affect~~advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding advisory "say-on-pay" votes on executive compensation and shareholder advisory votes on golden parachute compensation. We will remain an "emerging growth company" until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more; (ii) the last date of the fiscal year following the fifth anniversary of the date of the first sale of common stock under the Company's first filed registration statement; (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; and (iv) the date on which we are deemed to be a "large accelerated filer" under the Exchange Act. We will be deemed a large accelerated filer on the first day of the fiscal year after the market value of our common equity held by non-affiliates exceeds $700 million, measured on October 31.

~~From~~We ~~time~~cannot topredict ~~time,~~if ~~certain~~investors ofwill find our ~~stockholders~~common ~~may~~stock beless ~~eligible~~attractive to ~~sell~~the ~~all~~extent orwe ~~some~~rely ofon ~~their shares of Common Stock by means of ordinary brokerage transactions in~~ the ~~open~~exemptions ~~market~~available ~~pursuant~~ to ~~Rule~~emerging ~~144~~growth ~~promulgated~~companies. ~~under~~If ~~the~~some ~~Securities~~investors ~~Act,~~find ~~subject~~our tocommon ~~certain~~stock ~~limitations.~~less Inattractive ~~general,~~as ~~pursuant~~a ~~to amended Rule 144~~result, ~~non-affiliate~~there ~~stockholders~~ may ~~sell~~be ~~freely~~a ~~after~~less ~~six~~active ~~months~~trading ~~subject~~market ~~only to the current public information requirement. Affiliates may sell after six months subject to the Rule 144 volume, manner of sale (~~for ~~equity~~our ~~securities),~~common ~~current~~stock ~~public information~~ and ~~notice requirements. Any substantial sales of~~ our ~~Common~~stock ~~Stock~~price ~~pursuant to Rule 144~~ may ~~have~~be amore ~~material adverse effect on the market price of our Common Stock~~volatile.

IfIn weaddition, ~~fail~~Section to107 ~~maintain~~of ~~effective~~the ~~internal~~JOBS ~~controls~~Act ~~over~~also ~~financial~~provides ~~reporting,~~that an emerging growth company can take advantage of the ~~price~~extended transition period provided in Section 7(a)(2)(B) of ~~our~~the ~~Common~~Securities ~~Stock~~Act ~~may~~for becomplying ~~adversely~~with ~~affected~~new or revised accounting standards. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

~~Our~~However, ~~internal~~we ~~control~~are ~~over~~choosing ~~financial~~to ~~reporting~~"opt ~~may~~out" ~~have~~of ~~weaknesses~~such ~~and~~extended ~~conditions~~transition ~~that~~period, ~~could~~and ~~require~~as ~~correction~~a ~~or remediation~~result, ~~the~~we ~~disclosure~~will ofcomply ~~which~~with ~~may~~new ~~have~~or anrevised ~~adverse~~accounting ~~impact~~standards on the ~~price~~relevant ofdates ~~our~~on ~~Common~~which ~~Stock.~~adoption ~~We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure~~ of ~~those~~such ~~controls~~standards ~~once~~is ~~established,~~required ~~could~~for ~~adversely~~non-emerging ~~affect~~growth ~~our public disclosures regarding our business, prospects, financial condition, or results of operations~~companies. InSection ~~addition,~~107 ~~management’s assessment~~ of ~~internal~~the ~~controls~~JOBS ~~over~~Act ~~financial~~provides ~~reporting may identify weaknesses and conditions~~ that ~~need to be addressed in~~ our ~~internal~~decision ~~controls~~to ~~over~~opt ~~financial~~out ~~reporting~~of orthe ~~other~~extended ~~matters~~transition ~~that~~period ~~may raise concerns~~ for ~~investors.~~complying ~~Any~~with ~~actual~~new or ~~perceived~~revised ~~weaknesses~~accounting ~~and~~standards ~~conditions~~is that need to be addressed in our internal control over financial reporting or disclosure of management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our Common Stockirrevocable.

-Significant 25time -and ~~Table~~management ofresources ~~Contents~~are required to ensure compliance with public company reporting and other obligations. Taking steps to comply with these requirements will increase our costs and require additional management resources, and does not ensure that we will be able to satisfy them.

~~Our~~We ~~annual~~are a public reporting company. As a public company, we are required to comply with applicable provisions of the Sarbanes-Oxley Act of 2002, as well as other federal securities laws, and ~~quarterly~~rules ~~results~~and regulations promulgated by the SEC and the various exchanges and trading facilities where our common stock may ~~fluctuate~~trade, which ~~may~~result ~~cause~~in ~~substantial~~significant ~~fluctuations~~legal, inaccounting, administrative and other costs and expenses. These rules and requirements impose certain corporate governance requirements relating to director independence, distributing annual and interim reports, stockholder meetings, approvals and voting, soliciting proxies, conflicts of interest, and codes of conduct, depending on where our ~~Common~~shares ~~Stock~~trade. ~~price~~Our management and other personnel will need to devote a substantial amount of time to ensure that we comply with all applicable requirements.

~~Our~~34 ~~annual~~Table ~~and quarterly operating results may in the future fluctuate significantly depending on factors including the timing~~ of purchase orders, new product releases by us and other companies, gain or loss of significant customers, price discounting of our product, the timing of expenditures, product delivery requirements and economic conditions. Revenues related to our product are required to be recognized upon satisfaction of all applicable revenue recognition criteria. Any unfavorable change in these or other factors could have a material adverse effect on our operating results for a particular quarter or year, which may cause downward pressure on our common stock price. Contents

WeAs ~~have~~we ~~never~~review ~~paid~~our ~~cash~~internal ~~dividends~~controls and doprocedures, ~~not~~we ~~anticipate~~may ~~doing~~determine sothat inthey are ineffective or have material weaknesses, which could impact the ~~foreseeable~~market's ~~future~~acceptance of our filings and financial statements.

WeIn ~~have~~connection ~~never~~with ~~declared~~the orpreparation ~~paid~~of ~~cash~~the ~~dividends~~Company’s on2024 Annual Report, we conducted a review of our ~~common~~internal ~~shares.~~control Weover ~~currently~~financial ~~plan~~reporting tofor ~~retain~~the ~~any~~purpose ~~earnings~~of toproviding ~~finance~~the management report required by these rules. During the ~~growth~~course of our ~~business~~review ~~rather~~and ~~than~~testing, we have identified deficiencies and have been unable to ~~pay~~remediate ~~cash~~them ~~dividends~~before we were required to provide the required reports. ~~Payments~~Furthermore, ofbecause ~~any~~we ~~cash~~have ~~dividends~~material weaknesses in ~~the~~our ~~future~~internal ~~will~~control ~~depend~~over financial reporting, we may not detect errors on a timely basis and our financial ~~condition~~statements may be materially misstated. Even if we are able to remediate the material weaknesses, we may not be able to conclude on an ongoing basis that we have effective internal controls over financial reporting, which could harm our operating results, ofcause ~~operations~~investors to lose confidence in our reported financial information and ~~capital~~cause ~~requirements~~the trading price of our stock to fall. In addition, as ~~well~~a public company we are required to file in a timely manner accurate quarterly and annual reports with the SEC under the Securities Exchange Act of 1934 (the "Exchange Act"), as ~~other~~amended. ~~factors~~Any ~~deemed~~failure ~~relevant~~to byreport our ~~board~~financial results on an accurate and timely basis could result in sanctions, lawsuits, delisting of ~~directors~~our shares from the market or trading facility where our shares may trade, or other adverse consequences that would materially harm our business.

Our ~~stock~~compliance ~~price~~with ~~may~~the beSarbanes-Oxley ~~volatile,~~Act ~~which~~and SEC rules concerning internal controls may ~~result~~be intime ~~losses~~consuming, todifficult ~~our~~and ~~shareholders~~costly.

~~The~~Our ~~stock~~executive ~~markets~~officers have ~~experienced~~limited ~~significant~~experience ~~price~~being ~~and~~officers ~~trading~~of ~~volume~~a ~~fluctuations~~public company. It may be time consuming, difficult and ~~the~~costly ~~market~~for ~~prices~~us ofto ~~companies~~continue ~~listed~~to ondevelop, implement, and update the ~~OTC~~internal ~~Markets~~controls ~~quotation~~and ~~system~~reporting inprocedures ~~which~~required ~~shares~~by ofSarbanes-Oxley. ~~our~~We ~~common~~may ~~stock~~need ~~are~~to ~~listed~~hire additional financial reporting, ~~have~~internal ~~been~~controls ~~volatile~~and other finance staff in ~~the~~order ~~past~~to develop and ~~have~~implement ~~experienced~~appropriate ~~sharp~~internal ~~share~~controls ~~price~~ and ~~trading~~reporting ~~volume changes~~procedures. ~~The~~If ~~trading~~we ~~price~~are ofunable ~~our~~to ~~common~~comply ~~stock~~with isSarbanes-Oxley's ~~likely~~internal tocontrols berequirements, ~~volatile~~we ~~and~~may ~~could~~not ~~fluctuate~~be ~~widely~~able into ~~response~~obtain tothe ~~many~~independent ~~factors,~~accountant ~~including~~certifications ~~the~~that ~~following,~~Sarbanes-Oxley ~~some~~Act ofrequires ~~which~~publicly ~~are~~traded ~~beyond~~companies ~~our~~to ~~control:~~obtain.

~~There~~Growth ~~could~~and bedevelopment ~~unidentified~~of ~~risks~~operations ~~involved~~will ~~with~~depend anon ~~investment~~the ingrowth of our ~~common~~acquisition ~~stock.~~model ~~The~~as ~~foregoing~~well ~~risk~~as ~~factors~~from ~~are~~organic ~~not~~growth afrom ~~complete list or explanation of the risks involved with an investment in~~ our ~~common~~subsidiaries’ ~~stock~~businesses. ~~Additional~~If ~~risks~~we ~~will~~cannot ~~likely~~find bedesirable ~~experienced~~acquisition ~~that~~candidates, we ~~are~~may not ~~presently~~be able to ~~foresee.~~generate ~~Prospective~~growth investors must not construe this information provided herein as constituting investment, legal, tax or other professional advice. Before making any decision to invest in our securities, you should read this entire prospectus and consult with ~~your~~future ~~own investment, legal, tax and other professional advisors~~revenues. An investment in our securities is suitable only for investors who can assume the financial risks of an investment for an indefinite period of time and who can afford to lose their entire investment. We make no representations or warranties of any kind with respect to the likelihood of the success of our business, the value of our securities, any financial returns that may be generated or any tax benefits or consequences that may result from an investment in us.

We doexpect ~~not~~to ~~have~~continue anour ~~independent~~strategy ~~board~~ of ~~directors~~acquiring businesses, which ~~could~~management ~~create~~believes awill ~~conflict~~result in growth in projected annualized revenue by the end of ~~interests~~2023. ~~and~~However, ~~pose~~there ais ~~risk~~no guarantee that we will be successful in realizing future revenue growth from aour ~~corporate~~acquisition ~~governance~~model. ~~perspective~~As such, we are highly dependent on suitable candidates to acquire, which supply of such candidates cannot be guaranteed and is driven from the market for mergers and acquisitions. If we are unable to locate or identify suitable acquisition candidates, or to enter into transactions with such candidates, or if we are unable to integrate the acquired businesses, we may not be able to grow our revenues to the extent anticipated, or at all.

~~Our~~We ~~Board~~may ofmake ~~Directors~~acquisitions ~~(the~~which ~~“Board”)~~could ofdivert ~~our~~the ~~current~~attention ~~executive~~of ~~officer~~management and ~~consultants~~which ~~and~~may ~~we do~~ not ~~have~~be ~~any~~integrated ~~outside~~successfully orinto ~~independent~~our ~~directors.~~existing ~~The lack of independent directors:~~business.

·We ~~May~~may ~~prevent~~pursue ~~the~~acquisitions ~~Board~~to ~~from~~increase ~~being~~our ~~independent~~market ~~from~~penetration, ~~management~~enter innew ~~its~~geographic ~~judgments~~markets and ~~decisions~~expand ~~and~~the ~~its~~scope ~~ability~~of toservices ~~pursue~~we ~~the~~provide. ~~Board~~We ~~responsibilities~~cannot ~~without~~guarantee ~~undue~~that ~~influence.~~future ·acquisitions ~~May~~will ~~present~~be uscompleted ~~from~~on ~~providing~~acceptable aterms ~~check~~or onthat ~~management,~~we ~~which~~will ~~can~~be ~~limit~~able ~~management~~to ~~taking~~integrate ~~unnecessary~~successfully ~~risks~~the operations of any acquired business into our existing business. ·The ~~Create~~acquisitions ~~potential~~could ~~for~~be ~~conflicts~~of ~~between~~significant ~~management~~size and ~~the~~involve ~~diligent~~operations ~~independent~~in ~~decision-making~~multiple ~~process~~jurisdictions. The acquisition and integration of ~~the~~another ~~Board.~~business ·would ~~Present~~divert ~~the~~management ~~risk~~attention ~~that~~from ~~our~~other ~~executive~~business ~~officers~~activities. onThis ~~the~~diversion, ~~Board~~together with other difficulties we may incur in integrating an acquired business, could have ~~influence~~a ~~over~~material ~~their~~adverse ~~personal~~effect ~~compensation~~on our business, financial condition and ~~benefits~~results ~~levels~~of ~~that~~operations. In addition, we may borrow money or issue capital stock to finance acquisitions. Such borrowings might not be ~~commensurate~~available ~~with~~on terms as favorable to us as our ~~financial~~current ~~performance.~~borrowing ·terms ~~Deprive~~and usmay ofincrease our leverage, and the ~~benefits~~issuance of ~~various~~capital ~~viewpoints~~stock ~~and~~could ~~experience~~dilute ~~when~~the ~~confronting~~interests ~~challenges~~of ~~that~~our ~~we face~~stockholders.

~~Because~~35 ~~officers~~Table ~~serve on our Board~~ of ~~Directors, it will be difficult for the Board to fulfill its traditional role as overseeing management.~~Contents

-As 26we -acquire ~~Table~~companies or technologies in the future, they could prove difficult to integrate, disrupt our business, dilute stockholder value and adversely affect our operating results and the value of ~~Contents~~your investment.

~~Because~~As wepart doof ~~not~~our ~~have~~business ~~a nominating~~strategy, ~~audit~~we orregularly ~~compensation~~evaluate ~~committee~~investments in, ~~shareholders~~or ~~will~~acquisitions ~~have~~of, tocomplementary ~~rely~~businesses, onjoint ~~the~~ventures, ~~entire~~services ~~board~~and ~~of directors~~technologies, noand ~~members~~we ofexpect ~~which~~that ~~are~~periodically ~~independent,~~we will continue to ~~perform~~make ~~these~~such ~~functions~~investments and acquisitions in the future. Acquisitions and investments involve numerous risks, including:

We· dothe ~~not~~potential ~~have~~failure ato ~~nominating~~achieve the expected benefits of the combination or acquisition; · difficulties in and the cost of integrating operations, ~~audit~~technologies, orservices ~~compensation~~and ~~committee~~personnel; · diversion of financial and managerial resources from existing operations; · risk of entering new markets in which we have little or ~~any~~no ~~such~~experience; ~~committee~~· ~~comprised~~potential write-offs of ~~independent~~acquired ~~directors.~~assets ~~The~~or ~~board~~investments; · potential loss of ~~directors~~key ~~performs~~employees; ~~these~~· ~~functions.~~inability Noto ~~members~~generate sufficient revenue to offset acquisition or investment costs; · the inability to maintain relationships with customers and partners of the ~~board~~acquired business; · the difficulty of ~~directors~~incorporating ~~are~~acquired ~~independent~~technology ~~directors.~~and ~~Thus,~~rights ~~there~~into isour aproducts and services and of maintaining quality standards consistent with our established brand; · potential ~~conflict~~unknown inliabilities ~~that~~associated ~~board~~with ~~members~~the ~~who~~acquired ~~are~~businesses; ~~also~~· ~~part~~unanticipated expenses related to acquired technology and its integration into existing technology; · negative impact to our results of ~~management~~operations ~~will~~because ~~participate~~of inthe ~~discussions~~depreciation ~~concerning~~and ~~management~~amortization of amounts related to acquired intangible assets, fixed assets and deferred compensation, and ~~audit~~the ~~issues~~loss of acquired deferred revenue; · the need to implement controls, procedures and policies appropriate for a public company at companies that ~~may~~prior ~~affect~~to ~~management~~the ~~decisions~~acquisition lacked such controls, procedures and policies; and · challenges caused by distance, language and cultural differences.

~~Our~~In ~~election~~addition, ~~not~~if towe ~~opt~~finance ~~out~~acquisitions ofby ~~the~~issuing ~~JOBS~~additional ~~Act~~convertible ~~extended~~debt ~~accounting~~or ~~transition~~equity ~~period~~securities, our existing stockholders may ~~not~~be ~~make~~diluted which could affect the market price of our ~~financial~~stock. ~~statements~~Further, ~~easily~~if ~~comparable~~we fail to ~~other~~properly ~~companies~~evaluate and execute acquisitions or investments, our business and prospects may be seriously harmed, and the value of your investment may decline.

~~Pursuant~~Competition tothat ~~the JOBS Act of 2012, as an emerging growth company~~ we ~~can~~face elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. We have elected not to opt out of such extended transition period, which means that when a standard is ~~issued~~varied ~~or revised,~~ and ~~it has different application dates for public or private companies, we, as an emerging growth company, can adopt the application date for private companies~~strong. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. As of present, there are no new or revised accounting standards that have been issued by the PCAOB or the SEC applicable to us for which we have adopted the application date for private companies.

~~The~~We ~~JOBS~~compete ~~Act will also allow us to postpone the date by which we must comply~~ with ~~certain~~a ~~laws~~number ~~and regulations intended to protect investors and to reduce the amount~~ of ~~information~~entities ~~provided~~ in ~~reports~~providing ~~filed~~products ~~with the SEC. The recently enacted JOBS Act is intended~~ to ~~reduce~~our ~~the regulatory burden on emerging growth companies~~customers. ~~The~~Such ~~Registrant~~competitors ~~meets~~include ~~the~~a ~~definition~~variety of anlarge ~~emerging~~nationwide ~~growth~~corporations, ~~company~~including ~~and~~but sonot ~~long~~limited asto itpublic ~~qualifies~~entities asand ancompanies ~~“emerging~~that ~~growth~~have ~~company,”~~established itloyal ~~will,~~customer ~~among other things:~~bases.

·Many ~~be exempt from the provisions~~ of ~~Section~~our ~~404(b)~~current ofand ~~the~~potential ~~Sarbanes-Oxley~~competitors ~~Act~~are ~~requiring~~well ~~that~~established ~~its~~and ~~independent~~have ~~registered~~significantly ~~public~~greater ~~accounting~~financial ~~firm~~and ~~provide~~operational anresources ~~attestation~~than ~~report~~we ~~on the effectiveness of its internal control over financial reporting~~do, ·as bewell ~~exempt~~as ~~from~~better ~~the~~name ~~“say~~recognition. onAs ~~pay” provisions (requiring~~ a ~~non-binding~~result, ~~shareholder~~these ~~vote~~competitors tomay ~~approve~~have ~~compensation~~greater ofcredibility ~~certain~~with ~~executive~~both ~~officers)~~existing and ~~the~~potential ~~“say~~customers. onThey ~~golden~~also ~~parachute”~~may ~~provisions~~be ~~(requiring~~able ~~a non-binding shareholder vote~~ to ~~approve~~offer ~~golden~~more ~~parachute~~competitively ~~arrangements~~priced ~~for~~products ~~certain~~and ~~executive~~services ~~officers in connection with mergers~~ and ~~certain~~more ~~other~~aggressively ~~business~~promote ~~combinations) of the Dodd-Frank Act~~ and ~~certain~~sell ~~disclosure~~their ~~requirements~~products. ofOur ~~the~~competitors ~~Dodd-Frank~~may ~~Act~~also ~~relating to compensation of its chief executive officer, ·~~ be ~~permitted~~able to ~~omit~~engage ~~the~~in ~~detailed~~discounted ~~compensation~~products ~~discussion~~or ~~and analysis from proxy statements and reports filed under the Securities Exchange Act of 1934 and instead provide~~ a ~~reduced~~more ~~level~~aggressive ofsale ~~disclosure~~structure ~~concerning~~than ~~executive~~we ~~compensation,~~will ~~and ·~~ be ~~exempt~~able ~~from~~to, ~~any~~which ~~rules~~could ~~that~~adversely ~~may~~affect besales, ~~adopted~~cause byus ~~the~~to ~~Public~~decrease ~~Registrant~~our ~~Accounting~~prices ~~Oversight~~to ~~Board~~remain ~~requiring~~competitive, ~~mandatory audit firm rotation~~ or aotherwise ~~supplement~~reduce to the ~~auditor’s~~overall ~~report~~gross onprofit ~~the~~earned ~~financial~~on ~~statements~~our products.

WeOur ~~intend~~success toin ~~take~~business ~~advantage of some or all the reduced regulatory~~ and ~~reporting~~operations ~~requirements that~~ will bedepend available to it so long as it qualifies as an “emerging growth company.” We have elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b) of the JOBS Act. Among other things, this means that the Registrant’s independent registered public accounting firm will not be required to provide an attestation report on ~~the~~general ~~effectiveness~~economic of our internal control over financial reporting so long as it qualifies as an emerging growth company, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetectedconditions. Likewise, so long as it qualifies as an emerging growth company, we may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers that would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate the Registrant. As a result, investor confidence and the market price of our common stock may be adversely affected.

-The 27success -of ~~Table~~the Company and any subsidiaries depends, to a large extent, on certain economic factors that are beyond our control. Factors such as general economic conditions, levels of ~~Contents~~unemployment, interest rates, tax rates at all levels of government, competition and other factors beyond our control may have an adverse effect on the ability of our subsidiaries to sell their products, to operate, and to collect sums due and owing to them.

We36 ~~may~~Table have difficulty obtaining officer and director coverage or obtaining such coverage on favorable terms or financially be unable to obtain any such coverage, which may make it difficult for our attracting and retaining qualified members of ~~our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.~~Contents

WeChanges ~~also~~in ~~expect~~geopolitical ~~that~~conditions, ~~being~~domestic ~~a public company~~ and ~~these~~foreign ~~new~~trade ~~rules~~policies, ~~and~~monetary ~~regulations~~policies ~~will make it more expensive for us to obtain director~~ and ~~officer~~other ~~liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage or financially be unable to obtain such coverage. These~~ factors ~~could~~beyond ~~also make it more difficult for us to attract and retain qualified members of~~ our ~~board~~control ofmay ~~directors,~~adversely ~~particularly~~impact ~~to serve on~~ our ~~audit~~business ~~committee~~ and ~~compensation~~operating ~~committee, and qualified executive officers~~results.

WeOur operations and performance may depend on global, regional, economic and geopolitical conditions. Russia’s invasion and military attacks on Ukraine have triggered significant sanctions from North American and European leaders. These events are ~~required~~currently escalating and creating increasingly volatile global economic conditions. Resulting changes in North American trade policy could trigger retaliatory actions by Russia, its allies and other affected countries, including China, resulting in a “trade war.” A trade war could result in increased costs for raw materials that we use in our manufacturing and could otherwise limit our ability to ~~comply~~sell ~~with~~our ~~certain~~products ~~provisions~~abroad. ofThese ~~Section~~increased ~~404~~costs ofwould have a negative effect on our financial condition and profitability. Furthermore, the ~~Sarbanes-Oxley~~military ~~Act~~conflict between Russia and Ukraine may increase the likelihood of ~~2002~~supply interruptions and iffurther hinder our ability to find the materials we ~~fail~~need to ~~comply~~make inour products. If the conflict between Russia and Ukraine continues for a ~~timely~~long ~~manner~~period of time, ~~our~~or ~~business~~if ~~could~~other becountries ~~harmed~~become further involved in the conflict, ~~and~~we could face significant adverse effects to our ~~stock~~business ~~price~~and ~~could~~financial ~~decline~~condition.

~~Rules~~We ~~adopted~~may bynot ~~the~~be ~~SEC~~able ~~pursuant~~ to ~~Section~~successfully ~~404~~implement ofour ~~the~~business ~~Sarbanes-Oxley~~strategy, ~~Act~~which ofcould ~~2002~~adversely ~~require~~affect anour ~~annual~~business, ~~assessment of internal controls over~~ financial ~~reporting~~condition, ~~and~~results ~~for certain issuers an attestation~~ of ~~this~~operations ~~assessment~~and bycash ~~the issuer’s independent registered public accounting firm~~flows. ~~The~~If ~~standards~~we ~~that~~cannot ~~must~~successfully beimplement ~~met~~our ~~for~~business ~~management to assess the internal controls over financial reporting as effective are evolving and complex~~strategy, ~~and~~it ~~require~~could ~~significant~~result ~~documentation,~~in ~~testing,~~the ~~and~~loss ~~possible~~of ~~remediation~~value tofor ~~meet~~our ~~the detailed standards~~shareholders.

WeSuccessful ~~expect~~implementation toof ~~incur~~our ~~expenses~~business ~~and~~strategy todepends ~~devote resources to Section 404 compliance~~ on anour ~~ongoing~~being ~~basis.~~able ~~It is difficult for us~~ to ~~predict~~acquire ~~how~~additional ~~long~~businesses ~~it will take or costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting for each year~~ and togrow ~~remediate any deficiencies in~~ our ~~internal~~existing ~~control over financial reporting. As a result~~subsidiaries, weas ~~may~~well ~~not~~as befactors ~~able~~specific to ~~complete~~ the ~~assessment~~industries ~~and~~in ~~remediation~~which ~~process on a timely basis. In addition, although attestation requirements by~~ our ~~independent~~subsidiaries ~~registered public accounting firm are not presently applicable to us~~operate, ~~we could become subject to these requirements in the future,~~ and ~~we may encounter problems or delays in completing~~ the ~~implementation~~state of ~~any~~the ~~resulting~~financial ~~changes~~industry toand ~~internal~~numerous ~~controls~~other ~~over~~factors ~~financial~~that ~~reporting.~~may Inbe ~~the~~beyond ~~event that~~ our ~~Chief~~control. ~~Executive~~Adverse ~~Officer~~changes orin ~~Chief~~the ~~Financial~~following ~~Officer~~factors ~~determine~~could ~~that~~undermine our ~~internal~~business ~~control~~strategy ~~over~~and ~~financial~~have ~~reporting~~a ismaterial ~~not~~adverse ~~effective~~effect ason ~~defined~~our ~~under Section 404~~business, ~~we cannot predict how the market prices of~~ our ~~shares~~financial ~~will be affected; however~~condition, weand ~~believe~~results ~~that~~of ~~there~~operations ~~is a risk that investor confidence~~ and ~~share~~cash ~~value may be negatively affected.~~flow:

~~These~~The ~~and~~competitive ~~other~~environment ~~new or changed laws, rules, regulations, and standards are, or will be, subject to varying interpretations~~ in ~~many~~the ~~cases~~industries ~~due to their lack of specificity. As a result, their application~~ in ~~practice may evolve over time as new guidance is provided by regulatory and governing bodies,~~ which ~~could~~our ~~result~~subsidiaries inoperate ~~continuing~~that uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Our efforts to comply with evolving laws, regulations and standards are likely to continue to result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. Further, compliance with new and existing laws, rules, regulations, and standards may ~~make~~force ~~it more difficult and expensive for~~ us to ~~maintain~~reduce ~~director~~prices ~~and~~below officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. Members of our board of directors and our principal executive officer and principal financial officer could face an increased risk of personal liability in connection with the ~~performance~~optimal ofpricing ~~their~~level duties. As a result, we may have difficulty attracting and retaining qualified directors and executive officers, which could harm our business. We continually evaluate and monitor regulatory developments and cannot estimate the timing or ~~magnitude~~increase ofpromotional ~~additional costs we may incur as a result.~~spending;

If· weOur ~~fail~~ability to ~~maintain~~anticipate anchanges ~~effective~~in ~~system~~consumer ofpreferences ~~internal~~and ~~controls,~~to wemeet ~~may~~customers' beneeds ~~unable~~for ~~to accurately report~~ our ~~financial~~products ~~results~~in ~~or prevent fraud; as~~ a ~~result,~~timely ~~current~~cost-effective manner; and ~~potential~~· ~~stockholders~~Our ~~could~~ability ~~lose~~to ~~confidence in our financial reporting~~establish, ~~which~~maintain ~~would~~and ~~harm~~eventually ~~our~~grow ~~business~~market ~~and~~share ~~the~~in ~~trading~~these ~~price~~competitive ~~of our stock~~environments.

~~Effective~~Implementation ~~internal~~of ~~controls~~our ~~are~~business ~~necessary~~strategy ~~for~~could usalso tobe ~~provide~~affected ~~reliable~~by ~~financial~~a ~~reports~~number ~~and~~of ~~effectively~~factors ~~prevent~~beyond ~~fraud.~~our Ifcontrol, wesuch ~~cannot~~as ~~provide~~increased ~~reliable~~competition, ~~financial~~legal ~~reports~~developments, orgovernment ~~prevent fraud~~regulation, ~~our~~general ~~brand~~economic ~~and~~conditions, ~~operating~~or ~~results~~increased ~~will~~operating ~~likely~~costs beor ~~harmed~~expenses. WeIn ~~may~~addition, into the ~~future~~extent ~~discover~~we ~~areas~~have ofmisjudged ~~our~~the ~~internal~~nature ~~controls~~and ~~that~~extent ~~need~~of ~~improvement.~~industry Wetrends ~~cannot~~or beour ~~certain~~competition, ~~that any measures~~ we ~~implement~~may ~~will~~have ~~ensure~~difficulty ~~that~~in weachieving ~~achieve and maintain adequate controls over~~ our ~~financial~~strategic ~~processes and reporting in the future~~objectives. Any failure to implement ~~required~~our ~~new~~business orstrategy ~~improved~~successfully ~~controls,~~may oradversely ~~difficulties~~affect ~~encountered in their implementation, could harm~~ our ~~operating results~~business, orfinancial ~~cause~~condition usand ~~to fail to meet our reporting obligations. Inferior internal controls~~ could ~~also~~result ~~cause investors to lose confidence~~ in ~~our~~the ~~reported~~loss ~~financial~~of ~~information~~value ~~and~~for ~~materially harm~~ our ~~business, which would have a negative effect on our operations~~shareholders.

-Our 28revenue growth rate depends primarily on our ability to satisfy relevant channels and end-customer ~~Table~~demands, identify suppliers and vendors of ~~Contents~~our necessary materials and to coordinate those suppliers and vendors, all subject to many unpredictable factors.

~~RISKS~~We ~~RELATED~~may TOnot ~~COVID-19~~be able to identify and maintain the necessary relationships with suppliers of product and services as planned. Delays or failures in deliveries could materially and adversely affect our growth strategy and expected results. In addition, one of our biggest challenges is securing an adequate supply of materials. Competition for product is intense, and commodities costs subject to price volatility.

~~The~~Our ~~recent~~ability ~~emergence~~to ~~and~~execute ~~uncertainty~~our ~~arising~~business ~~from~~plan ~~the~~also ~~Covid~~depends ~~omicron~~on ~~variant~~other ~~may~~factors, ~~cause market uncertainty and reduced demand for the products of the Shops and negatively impact our revenues and our share price.~~including:

On· ~~November~~ability ~~29,~~to ~~2021,~~keep ~~the~~satisfied ~~World~~vendor ~~Health~~relationships; ~~Organization~~· ~~announced~~hiring ~~that the omicron variant is likely to spread~~ and ~~creates~~training aqualified ~~global~~personnel ~~risk. The~~in ~~sale~~local ofmarkets; ~~the~~· ~~Shops’~~managing ~~products~~marketing ~~could be disrupted as a result of the occurrence of cases, hospitalizations,~~ and ~~deaths~~development ~~resulting~~costs ~~from~~at ~~the~~affordable ~~omicron~~levels; ~~variant~~· ~~and~~cost ~~could adversely affect our business, results of operations~~ and ~~financial~~availability ~~condition. Future outbreaks~~ of ~~new~~labor; ~~strains~~· ~~of COVID-19 may not respond to existing treatments including vaccinations and~~ the ~~rapid~~availability ~~spread~~ of, ~~the omicron~~ and ~~future~~our ~~new~~ability ~~variants make it difficult~~ to ~~predict~~obtain, ~~the~~adequate ~~impact~~supplies of ~~COVID-19~~ingredients onthat ~~our~~meet ~~operations. Because of the uncertainty and impact of the omicron variant, investors may not want to purchase~~ our ~~common~~quality ~~stock~~standards; and ~~the~~· ~~demand~~securing ~~for~~required ~~our~~governmental ~~shares~~approvals ~~and~~in ~~our~~a ~~stock~~timely ~~price~~manner ~~could~~when ~~be negatively impacted~~necessary.

~~The~~37 ~~outbreak~~Table of ~~the coronavirus may negatively impact the business and products of the Shops that we do business with, which could adversely affect our business, results of operations and financial condition.~~Contents

InWe ~~December~~are ~~2019,~~an aearly ~~novel~~stage ~~strain~~company ofwith coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a ~~“Public~~history ~~Health Emergency~~ of ~~International~~losses ~~Concern.” On January 31, 2020, U.S. Health~~ and ~~Human~~there ~~Services~~is ~~Secretary~~substantial ~~Alex~~doubt M.as ~~Azar II declared a public health emergency for the United States~~ to ~~aid~~our ~~the~~ability ~~U.S. healthcare community in responding~~ to ~~COVID-19,~~continue ~~and on March 11, 2020, the World Health Organization characterized the outbreak~~ as a ~~“pandemic”.~~going The significant outbreak of COVID-19 has resulted in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and could adversely affect our business, results of operations and financial conditionconcern.

~~The~~We ~~outbreak~~incurred a net loss of $1.17 million and $348,000 for the ~~COVID~~years ended December 31, 2024 and 2023, respectively, resulting in an accumulated deficit of approximately $2.0 million as of December 31, 2024 . We anticipate continuing to record operating and net losses quarterly until we generate significant revenue and improve margins across our subsidiaries, an outcome that remains uncertain. Pursuant to Accounting Standards Codification (“ASC”) 205-1940, ~~may~~our ~~adversely~~independent ~~affect~~auditors included a “going concern” explanatory paragraph emphasizing substantial doubt about our ~~business~~ability to continue for the next twelve months without additional capital. Our ability to remain a going concern depends on successfully securing funding and achieving improved operational performance to meet our obligations as they become due. If we fail to raise sufficient capital in a timely manner, our financial condition could decline materially and we may be forced to significantly reduce or even cease operations.

~~The~~Insurance ~~worldwide~~coverage, ~~outbreak~~even ofwhere ~~coronavirus could adversely affect our business~~available, ~~results of operations and financial condition. The coronavirus outbreak~~ may ~~materially~~not ~~impact~~be ~~our~~sufficient ~~business due~~ to ~~business~~cover ~~shutdowns,~~losses ~~social distancing measures, government mandates to close or restrict the business restaurants, bars, coffee, and other drink establishments that~~ we ~~do business with. Additionally, Travel restriction~~ may ~~adversely impact our business, results of operations and financial condition because of a downturn in tourism in the countries where we conduct our business~~incur.

~~The~~Our ~~outbreak~~business ofexposes us to the ~~COVID-19~~risk of liabilities arising from our operations. For example, we may ~~adversely~~be ~~affect~~liable for claims brought by users of our products or by employees, customers or other third parties for personal injury or property damage occurring in the course of our operations. We seek to minimize these risks through various insurance contracts from third-party insurance carriers. However, our insurance coverage is subject to large individual claim deductibles, individual claim and aggregate policy limits, and other terms and conditions. We retain an insurance risk for the deductible portion of each claim and for any gaps in insurance coverage. We do not view insurance, by itself, as a material mitigant to these business risks. We cannot assure that our insurance will be sufficient to cover our losses. Any losses that insurance does not substantially cover could have a material adverse effect on our business, results of operations, financial condition and cash flows.

~~Further,~~We ~~such~~face risks ~~as described above could also adversely affect our customers' financial condition, resulting in reduced spending for our products~~ and ~~services.~~uncertainties ~~COVID-19~~related ~~could also lead~~ to ~~the complete or partial closure of our sourcing companies~~litigation. The ultimate extent of the impact of any epidemic, pandemic or other health crisis on our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. These and other potential impacts of an epidemic, pandemic, or other health crisis, such as COVID-19, could therefore materially and adversely affect our business, financial condition, and results of operations.

~~THE~~We ~~OUTBREAK~~are OFsubject ~~COVID-19~~to, ~~HAS~~and ~~RESULTED~~are INand Amay ~~WIDESPREAD~~in ~~HEALTH~~the ~~CRISIS~~future ~~THAT~~become ~~COULD~~a ~~ADVERSELY~~party ~~AFFECT~~to, ~~THE~~a ~~ECONOMIES~~variety ~~AND~~of ~~FINANCIAL~~litigation, ~~MARKETS~~other ~~WORLDWIDE~~claims, ~~AND~~and ~~COULD~~suits. ~~EXPONENTIALLY~~The ~~INCREASE~~results ~~THE~~of ~~RISK~~litigation ~~FACTORS~~and ~~DESCRIBED~~other ~~ABOVE~~legal ~~AND~~proceedings ~~BELOW~~are inherently uncertain and adverse judgments or settlements in some or all of these legal disputes may result in materially adverse monetary damages or injunctive relief against us.

~~CAUTIONARY~~Cybersecurity ~~NOTE~~risks ONand ~~RISKS~~cyber incidents, including cyber-attacks, could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information and confidential information in our possession and damage to our business relationships, any of which could negatively impact our business, financial condition and operating results.

WeThere ~~have~~has ~~sought~~been toan ~~identify~~increase ~~what~~in wethe ~~believe~~frequency toand besophistication of the ~~most~~cyber ~~significant~~and ~~risks~~security tothreats ~~our~~we ~~Business~~face, ~~Securities~~with attacks ranging from those common to businesses generally to those that are more advanced and ~~related~~persistent, which may target us due to ~~COVID~~our substantial reliance on information technology or otherwise. Cyber-~~19,~~attacks ~~but~~and weother ~~cannot~~security ~~predict~~threats ~~whether~~could originate from a wide variety of sources, orincluding tocyber ~~what~~criminals, ~~extent~~nation state hackers, ~~any~~hacktivists ofand ~~such~~other ~~risks~~outside ~~may~~parties. beAs ~~realized~~a ~~nor~~result ~~can~~of wethe ~~guarantee~~generally ~~that~~increasing wefrequency ~~have~~and ~~identified~~sophistication ~~all~~of ~~possible~~cyber-attacks, ~~risks~~and ~~that~~our ~~might~~substantial ~~arise.~~reliance ~~Investors~~on ~~should~~technology, ~~carefully~~we ~~consider~~may ~~all~~face ~~such~~a heightened risk ~~factors~~of ~~before~~a ~~making~~security anbreach ~~investment~~or ~~decision~~disruption with respect to ~~our~~sensitive ~~common~~information ~~stock~~resulting from an attack by computer hackers, foreign governments or cyber terrorists.

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The operation of our business is dependent on computer hardware and software systems, as well as data processing systems and the secure processing, storage and transmission of information, which are vulnerable to security breaches and cyber incidents. A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our information resources. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. In addition, we and our employees may be the target of fraudulent emails or other targeted attempts to gain unauthorized access to proprietary or other sensitive information. The result of these incidents may include disrupted operations, misstated or unreliable financial data, fraudulent transfers or requests for transfers of money, liability for stolen information, increased cybersecurity protection and insurance costs, litigation and damage to our business relationships, causing our business and results of operations to suffer. Our reliance on information technology is substantial, and accordingly the risks posed to our information systems, both internal and those provided by third-party service providers are critical. We have implemented processes, procedures and internal controls designed to mitigate cybersecurity risks and cyber intrusions and rely on industry accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems; however, these measures, as well as our increased awareness of the nature and extent of a risk of a cyber-incident, do not guarantee that a cyber-incident will not occur and/or that our financial results, operations or confidential information will not be negatively impacted by such an incident, especially because the cyber-incident techniques change frequently or are not recognized until launched and because cyber-incidents can originate from a wide variety of sources.

Those risks are exacerbated by the rapidly increasing volume of highly sensitive data, including our and our customers’ proprietary business information and intellectual property, and personally identifiable information of our employees and customers, that we collect and store in our data centers and on our networks. The secure processing, maintenance and transmission of this information are critical to our operations. A significant actual or potential theft, loss, corruption, exposure, fraudulent use or misuse of employee, customer or other personally identifiable or our or our customers’ proprietary business data, whether by third parties or as a result of employee malfeasance (or the negligence or malfeasance of third party service providers that have access to such confidential information) or otherwise, non-compliance with our contractual or other legal obligations regarding such data or intellectual property or a violation of our privacy and security policies with respect to such data could result in significant remediation and other costs, fines, litigation or regulatory actions against us and significant reputational harm.

Failure to maintain the security of our information and technology networks or data security breaches could harm our reputation and have a material adverse effect on our results of operations, financial condition and cash flow.

We rely on the reasonably secure processing, storage and transmission of confidential and other sensitive information in our computer systems and networks, and those of our service providers and their vendors. We are subject to various risks and costs associated with the collection, handling, storage and transmission of personally identifiable information and other sensitive information, including those related to compliance with U.S. and foreign data collection and privacy laws and other contractual obligations, as well as those associated with the compromise of our systems processing such information. In the ordinary course of our business, we collect, store a range of data, including our proprietary business information and intellectual property, and personally identifiable information of our employees, our fund investors and other third parties, in our cloud applications and on our networks, as well as our services providers’ systems. The secure processing, maintenance and transmission of this information are critical to our operations. We, our service providers and their vendors face various security threats on a regular basis, including ongoing cybersecurity threats to and attacks on our and their information technology infrastructure that are intended to gain access to our proprietary information, destroy data or disable, degrade or sabotage our systems. Cyber-incident techniques change frequently, may not immediately be recognized and can originate from a wide variety of sources. There has been an increase in the frequency, sophistication and ingenuity of the data security threats we and our service providers face, with attacks ranging from those common to businesses generally to those that are more advanced and persistent. Although we and our services providers take protective measures and endeavor to modify them as circumstances warrant, our computer systems, software and networks may be vulnerable to unauthorized access, theft, misuse, computer viruses or other malicious code, including malware, and other events that could have a security impact. We may be the target of more advanced and persistent attacks because, as an alternative asset manager, we hold a significant amount of confidential and sensitive information about, among other things, our fund investors, portfolio companies and potential investments. We may also be exposed to a more significant risk if these acts are taken by state actors. Any of the above cybersecurity threats, fraudulent activities or security breaches suffered by our service providers and their vendors could also put our confidential and sensitive information at risk or cause the shutdown of a service provider on which we rely. We and our employees have been and expect to continue to be the target of fraudulent calls and emails, the subject of impersonations and fraudulent requests for money, including attempts to redirect material payment amounts in a transaction to a fraudulent bank account, and other forms of spam attacks, phishing or other social engineering, ransomware or other events. Cyber-criminals may attempt to redirect payments made at the closings of our investments to unauthorized accounts, which we or our services providers we retain, such as paying agents and escrow agents, may be unable to detect or protect against. The COVID-19 pandemic has exacerbated these risks due to heavier reliance on online communication and the remote working environment, which may be less secure, and there has been a significant increase in hacking attempts by cyber-criminals. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by others, including by our service providers. If successful, such attacks and criminal activity could harm our reputation, disrupt our business, cause liability for stolen assets or information and have a material adverse effect on our results of operations, financial condition and cash flow.

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We rely heavily on our back office informational technology infrastructure, including our data processing systems, communication lines, and networks. Although we have back-up systems and business-continuation plan in place, our back-up procedures and capabilities in the event of a failure or interruption may not be adequate. Any interruption or failure of our informational technology infrastructure could result in our inability to provide services to our clients, other disruptions of our business, corruption or modifications to our data and fraudulent transfers or requests for transfers of money. Further consequences could include liability for stolen assets or information, increased cybersecurity protection and insurance costs and litigation. We expect that we will need to continue to upgrade and expand our back-up and procedures and capabilities in the future to avoid disruption of, or constraints on, our operations. We may incur significant costs to further upgrade our data processing systems and other operating technology in the future.

Our technology, data and intellectual property and the technology, data and intellectual property of our funds’ portfolio companies are also subject to a heightened risk of theft or compromise to the extent that we and our funds’ portfolio companies engage in operations outside the United States, particularly in those jurisdictions that do not have comparable levels of protection of proprietary information and assets, such as intellectual property, trademarks, trade secrets, know-how and customer information and records. In addition, we and our funds’ portfolio companies may be required to forgo protections or rights to technology, data and intellectual property in order to operate in or access markets in a foreign jurisdiction. Any such direct or indirect loss of rights in these assets could negatively impact us, our funds and their investments.

A significant actual or potential theft, loss, corruption, exposure or fraudulent, unauthorized or accidental use or misuse of investor, employee or other personally identifiable or proprietary business data could occur, as a result of third-party actions, employee malfeasance or otherwise, non-compliance with our contractual or other legal obligations regarding such data or intellectual property or a violation of our privacy and security policies with respect to such data. If such a theft, loss, corruption, use or misuse of data were to occur, it could result in significant remediation and other costs, fines, litigation and regulatory actions against us by (i) the U.S. federal and state governments, (ii) the EU or other jurisdictions, (iii) various regulatory organizations or exchanges and (iv) affected individuals, as well as significant reputational harm.

Cybersecurity has become a top priority for regulators around the world. Many jurisdictions in which we operate have laws and regulations relating to data privacy, cybersecurity and protection of personal information and other sensitive information, including, without limitation the General Data Protection Regulation (Regulation (EU) 2016/679) (the “GDPR”) in the EU and the Data Protection Act 2018 in the U.K. (the “U.K. Data Protection Act”), comprehensive privacy laws enacted in California, Colorado and Virginia, the Hong Kong Personal Data (Privacy) Ordinance, the Korean Personal Information Protection Act and related legislation, regulations and orders and the Australian Privacy Act. China and other countries have also passed cybersecurity laws that may impose data sovereignty restrictions and require the localization of certain information. We believe that additional similar laws will be adopted in these and other jurisdictions in the future, further expanding the regulation of data privacy and cybersecurity. Such laws and regulations strengthen the rights of individuals (data subjects), mandate stricter controls over the processing of personal data by both controllers and processors of personal data and impose stricter sanctions with substantial administrative fines and potential claims for damages from data subjects for breach of their rights, among other requirements. Some jurisdictions, including each of the U.S. states as well as the EU through the GDPR and the U.K. through the U.K. Data Protection Act, have also enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal data, which would require heightened escalation and notification processes with associated response plans. We expect to devote resources to comply with evolving cybersecurity and data privacy regulations and to continually monitor and enhance our information security and data privacy procedures and controls as necessary. We or our fund’s portfolio companies may incur substantial costs to comply with changes in such laws and regulations and may be unable to adapt to such changes in the necessary timeframe and/or at reasonable cost. Furthermore, if we experience a cybersecurity incident and fail to comply with the applicable laws and regulations, it could result in regulatory investigations and penalties, which could lead to negative publicity and may cause our fund investors and clients to lose confidence in the effectiveness of our security and privacy measures.

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The materialization of one or more of these risks could impair the quality of our operations, harm our reputation, negatively impact our businesses and limit our ability to grow.

We rely significantly on the use of information technology, as well as those of our third-party service providers. Our failure or the failure of third-party service providers to protect our website, networks, and systems against cybersecurity incidents, or otherwise to protect our confidential information, could damage our reputation and brand and substantially harm our business, financial condition, and results of operations.

To the extent that our services are web-based, we collect, process, transmit and store large amounts of data about our customers, employees, vendors and others, including credit card information and personally identifiable information, as well as other confidential and proprietary information. We also employ third-party service providers for a variety of reasons, including storing, processing and transmitting proprietary, personal and confidential information on our behalf. While we rely on tokenization solutions licensed from third parties in an effort to securely transmit confidential and sensitive information, including credit card numbers, advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial failure of this technology to protect this data from being breached or compromised. Similarly, our security measures, and those of our third-party service providers, may not detect or prevent all attempts to hack our systems or those of our third-party service providers. DDoS attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other cybersecurity incidents and similar disruptions that may jeopardize the security of information stored in or transmitted by our website, networks and systems or that we or our third-party service providers otherwise maintain, including payment card systems, may subject us to fines or higher transaction fees or limit or terminate our access to certain payment methods. We and our service providers may not anticipate or prevent all types of attacks until after they have already been launched, and techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers, and we may be unable to implement adequate preventative measures. We may also experience security breaches that may remain undetected for an extended period. In addition, cybersecurity incidents can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by persons with whom we have commercial relationships.

Breaches of our security measures or those of our third-party service providers or any cybersecurity incident could result in unauthorized access to our website, networks and systems; unauthorized access to and misappropriation of customer and/or employee information, including personally identifiable information, or other confidential or proprietary information of ourselves or third parties; viruses, worms, spyware or other malware being served from our website, networks or systems; deletion or modification of content or the display of unauthorized content on our website; interruption, disruption or malfunction of operations; costs relating to cybersecurity incident remediation, deployment of additional personnel and protection technologies, response to governmental investigations and media inquiries and coverage; engagement of third party experts and consultants; litigation, regulatory action and other potential liabilities. If any of these cybersecurity incidents occur, or there is a public perception that we, or our third-party service providers, have suffered such a breach, our reputation and brand could also be damaged and we could be required to expend significant capital and other resources to alleviate problems caused by such cybersecurity incidents. As a consequence, our business could be materially and adversely affected and we could also be exposed to litigation and regulatory action and possible liability. In addition, any party who is able to illicitly obtain a customer’s password could access the customer’s transaction data or personal information. Any compromise or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data security and other laws, and cause significant legal and financial exposure, adverse publicity and a loss of confidence in our security measures, which could have a material adverse effect on our business, financial condition, and results of operations. This risk is heightened as governmental authorities throughout the U.S. and around the world devote increasing attention to data privacy and security issues.

While we maintain privacy, data breach and network security liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. Additionally, even though we continue to devote resources to monitor and update our systems and implement information security measures to protect our systems, there can be no assurance that any controls and procedures we have in place will be sufficient to protect us from future cybersecurity incidents. Failure by us or our vendors to comply with data security requirements, including (if applicable) the California Consumer Privacy Act’s (“CCPA”) new “reasonable security” requirement in light of the private right of action, or rectify a security issue may result in class action litigation, fines and the imposition of restrictions on our ability to accept payment cards, which could adversely affect our operations. As cyber threats are continually evolving, our controls and procedures may become inadequate and we may be required to devote additional resources to modify or enhance our systems in the future. As a result, we may face interruptions to our systems, reputational damage, claims under privacy and data protection laws and regulations, customer dissatisfaction, legal liability, enforcement actions or additional costs, any and all of which could adversely affect our business, financial condition, and results of operations. In addition, although we seek to detect and investigate data security incidents, security breaches and other incidents of unauthorized access to our information technology systems and data can be difficult to detect and any delay in identifying such breaches or incidents may lead to increased harm and legal exposure of the type described above.

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If we fail to protect or incur significant costs in defending or enforcing our intellectual property and other proprietary rights, our business, financial condition, and results of operations could be materially harmed.

Our success depends, in large part, on our ability to protect our intellectual property and other proprietary rights. We rely primarily on patents, trademarks, copyrights, trade secrets and unfair competition laws, as well as license agreements and other contractual provisions, to protect our intellectual property and other proprietary rights. However, a significant portion of our technology is not patented, and we may be unable or may not seek to obtain patent protection for this technology. Moreover, existing U.S. legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights offer only limited protection, may not provide us with any competitive advantages, and our rights may be challenged by third parties. The laws of countries other than the United States may be even less protective of our intellectual property rights. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property or otherwise gaining access to our technology. Unauthorized third parties may try to copy or reverse engineer our products or portions of our products or otherwise obtain and use our intellectual property. Moreover, many of our employees have access to our trade secrets and other intellectual property. If one or more of these employees leave our employment to work for one of our competitors, then they may disseminate this proprietary information, which may as a result damage our competitive position. If we do not protect our intellectual property and other proprietary rights, then our business, results of operations or financial condition could be materially harmed.

We may be sued by third parties for alleged infringement of their proprietary rights, which could be costly, time-consuming and limit our ability to use certain technologies in the future.

We may become subject to claims that our technologies infringe upon the intellectual property or other proprietary rights of third parties. Defending against, or otherwise addressing, any such claims, whether they are with or without merit, could be time-consuming and expensive, and could divert our management’s attention away from the execution of our business plan. Moreover, any settlement or adverse judgment resulting from these claims could require us to pay substantial amounts or obtain a license to continue to use the disputed technology, or otherwise restrict or prohibit our use of the technology. We cannot assure you that we would be able to: obtain from the third party asserting the claim a license on commercially reasonable terms, if at all; develop alternative technology on a timely basis, if at all; or obtain a license to use a suitable alternative technology to permit us to continue offering, and our customers to continue using, our affected product. An adverse determination could also prevent us from offering our products to others. Infringement claims asserted against us may have a material adverse effect on our business, results of operations or financial condition.

Risks Related to our Manufacturing Business

We may experience component shortages, delays, price fluctuations and supplier quality concerns.

We generally do not have long-term supply agreements. We have experienced from time to time and are currently experiencing significant component shortages related to semiconductors and longer lead-times due to supplier capacity constraints. Supply chain constraints and delays can be caused by world events, such as government policies, tariffs, trade wars, trade disputes and trade protection measures, terrorism, armed conflict, natural disasters, economic recession, increased demand due to economic growth, preferential allocations, transportation challenges, and other localized events. Further, we rely on a limited number of suppliers for many of the components used in the assembly process and, in some cases, may be required to use suppliers that are the sole provider of a particular component. Such suppliers may encounter quality problems, labor disputes or shortages, financial difficulties or business continuity issues that could prevent them from delivering components in time or at all. Supply shortages and delays in deliveries of components may result in delayed production of assemblies, which reduces our revenue and operating profit for the periods affected. Additionally, a delay in obtaining a particular component may result in other components for the related program being held for longer periods of time, increasing working capital, risking inventory obsolescence, and negatively impacting our cash flow. Due to the highly competitive nature of our industry, an inability to obtain sufficient inventory on a timely basis or successfully execute on our business continuity processes, could also harm relationships with our customers and lead to loss of business to our competitors.

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Increased competition may result in reduced demand or reduced prices for our services.

The industries in which we operate are highly competitive. We compete against numerous providers with national or global operations, as well as those which operate only on a local or regional basis. In addition, current and prospective customers continually evaluate the merits of designing, manufacturing, and servicing products internally and may choose to design, manufacture or service products (including products or product types that we currently design, manufacture, or service for them) themselves rather than outsource such activities. Consolidations and other changes in our industry may result in a changing competitive landscape. Our manufacturing processes are generally not subject to significant proprietary protection, and companies with greater resources or a greater market presence may enter our market or otherwise become increasingly competitive. Increased competition could result in significant price reductions, reduced sales and margins, or loss of market share.

Risks Related to this Offering and Ownership of Our Common Stock

As a result of our history of losses and negative cash flows from operations, our audited consolidated financial statements contain a statement regarding a substantial doubt about our ability to continue as a going concern.

Our history of operating losses and negative cash flows from operations combined with our anticipated use of cash to fund operations raises substantial doubt about our ability to continue as a going concern for the 12-month period from the date when our audited consolidated financial statements included elsewhere in this prospectus are issued. Our future viability as an ongoing business is dependent on our ability to generate cash from our operating activities or to raise additional capital to finance our operations.

If we are unable to raise additional capital as and when needed, our business, financial condition and results of operations will be materially and adversely affected, and we may be forced to delay our development efforts, limit our activities and reduce research and development costs. If we are unable to continue as a going concern, we may have to liquidate our assets, and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our financial statements. The inclusion of a going concern explanatory paragraph by our independent registered public accounting firm, our lack of cash resources and our potential inability to continue as a going concern may materially adversely affect our share price, following the completion of this offering and receiving approval for listing on Nasdaq, and our ability to raise new capital, enter into contractual relationships with third parties and otherwise execute our business strategy.

An active trading market for our common stock may not develop or be sustained.

Prior to this offering, there has been no public market for our common stock. As of the date of this prospectus, our Common Stock traded on the OTCQB Market. We plan to apply to list our common stock on a national market in 2025, but there can be no guarantee that this listing application will be successful. An active trading market for our shares may never develop or be sustained after the closing of this offering. The lack of an active market may impair the value of your shares, your ability to sell your shares at the time you wish to sell them and the prices that you may obtain for your shares. Further, an inactive trading market for our shares may also impair our ability to raise capital by selling shares of our common stock or enter into strategic partnerships and transactions by issuing our shares of common stock as consideration. If an active trading market for our common stock does not develop, or is not sustained, you may not be able to sell your shares quickly or at the market price, or at all, and it may be difficult for you to sell your shares without depressing the market price for our common stock.

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The trading price of our common stock may be volatile, and you could lose all or part of your investment.

The trading price of our common stock after the closing of this offering is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control, including limited trading volume. In addition to the factors discussed in this “Risk Factors” section and elsewhere in this prospectus, these factors include:

	·	announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors;

	·	our ability to effectively manage our growth;

	·	actual or anticipated variations in quarterly operating results;

	·	our cash position;

	·	our failure to meet the estimates and projections of the investment community or that we may otherwise provide to the public;

	·	changes in the market valuations of similar companies;

	·	overall performance of the equity markets;

	·	sales of our common stock by us or our stockholders in the future;

	·	low trading volume of our common stock, which may impair our ability to raise capital or enter into strategic collaborations and acquisitions by using our common stock as consideration;

	·	changes in accounting practices;

	·	ineffectiveness of our internal controls;

	·	disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies;

	·	significant lawsuits, including patent or stockholder litigation;

	·	general political and economic conditions; and

	·	other events or factors, many of which are beyond our control.

In addition, the stock market in general, and the market for aerospace and defense companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors, as well as local or global socio-economic and political factors, including the conflicts between Russia and Ukraine and between Israel and Hamas, may negatively affect the market price of our common stock, regardless of our actual operating performance. If the market price of our common stock after the closing of this offering does not exceed the price you paid for them, you may not realize any return on your investment in us and may lose some or all of your investment. In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources.

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We do not intend to pay dividends on our common stock so any returns will be limited to the value of our stock.

We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Furthermore, future debt or other financing arrangements may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock. Any return to stockholders will therefore be limited to the appreciation of their stock. See the section titled “Dividend Policy” for additional information.

Our principal stockholders and management will own a significant percentage of our stock after the closing of this offering and will be able to exert significant control over matters subject to stockholder approval.

Based on 67,815,800 shares outstanding immediately following the closing of this offering, our executive officers, directors, director nominees and their affiliates, as well as our principal stockholders will beneficially hold, in the aggregate, either directly or indirectly, approximately 26.5% of our outstanding voting stock, excluding any shares purchased in this offering. Additionally, the members of the board of directors own shares of a series of preferred stock that grants, in the aggregate, the equivalent of 200% of the total voting power of the Common Stock. These stockholders, acting together, would be able to significantly influence all matters requiring stockholder approval. For example, these stockholders would be able to significantly influence elections of directors, amendments of our governing documents, or approval of any merger, sale of assets, or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or offers for our common stock that you may feel are in your best interest as one of our stockholders

Our management team has limited experience managing a public company.

Most of the members of our management team have limited to No experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Our management team has not worked together at prior companies that were publicly traded. Our management team may not successfully or efficiently manage their new roles and responsibilities. Our transition to being a public company subjects it to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could have a material adverse effect on our business, financial condition and results of operations.

Future issuances of debt or equity securities may adversely affect us, including the market price of our common stock, and may be dilutive to existing stockholders.

In the future, we may incur debt or issue equity-ranking senior to our common stock. Those securities will generally have priority upon liquidation. Such securities also may be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock. Because our decision to issue debt or equity in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature or success of our future capital raising efforts. As a result, future capital raising efforts may reduce the market price of our common stock and be dilutive to existing stockholders. Platinum Point Capital may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. Platinum Point Capital may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. Were such short-selling or hedging activities to occur after the announcement of a put, the Company's share price will be negatively impacted. Despite such possibility, Platinum Point Capital has informed us that it has not engaged, and will not engage, in any short selling of our securities or other hedging activities

Any issuance of additional capital stock in connection with financings, acquisitions, investments, our stock incentive plan or otherwise will dilute all other stockholders.

We expect to issue additional capital stock in the future that will result in dilution to all other stockholders. We expect to grant equity awards to employees, directors, and consultants under our stock incentive plan. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in complementary companies, products, or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital stock, including as a result of the exercise of any warrants to purchase shares of common stock, may cause stockholders to experience significant dilution of their ownership interests and the per share value of our common stock to decline.

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We have broad discretion in the use of the net proceeds from the Purchase Agreement with the Selling Shareholder, and we may not use them effectively.

While we will not receive any proceeds from the sales of shares of our common stock by the Selling Stockholder pursuant to this prospectus, our management will have broad discretion in the application of the net proceeds from our Purchase Agreement with the Selling Shareholder, and we could spend the proceeds in ways that do not improve our results of operations or enhance the value of our common stock. We expect that we will use the net proceeds from our Purchase Agreement with the Selling Shareholder as set forth in the section titled “Use of Proceeds.” However, our use of these proceeds may differ substantially from our current plans. The failure by our management to apply these funds effectively could result in financial losses that could have a negative impact on our business, cause the price of our common stock to decline and delay the development of our product candidates. Pending their use, we may invest the net proceeds from our Purchase Agreement with the Selling Shareholder in a manner that does not produce income or that loses value.

We may, in the future, issue additional securities, which would reduce our stockholders' percent of ownership and may dilute our share value.

Our Articles of Incorporation, as amended to date, authorizes us to issue 600,000,000 shares of capital stock, consisting of (A) 325,000,000 shares of Common Stock, of which [25,615,000] shares were issued and outstanding as of the date of this prospectus; (B) 50,000,000 shares of Class B Common Stock of which 15,374,654 were issued and outstanding as of the date of this prospectus; and (C) 225,000,000 shares of Preferred Stock, of which an aggregate of 25,249,795 shares of various series of preferred stock (discussed in more detail below) were issued and outstanding as of the date of this prospectus.

The future issuance of additional shares of common stock will result in additional dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis including for services or acquisitions or other corporate actions that may have the effect of diluting the value of the shares held by our stockholders, and might have an adverse effect on any trading market for our common stock. Additionally, our board of directors may designate the rights terms and preferences of one or more series of preferred stock at its discretion including conversion and voting preferences without prior notice to our stockholders. Any of these events could have a dilutive effect on the ownership of our shareholders, and the value of shares owned.

Raising additional capital or purchasing businesses through the issuance of common stock will cause dilution to our existing stockholders.

We may seek additional capital through a combination of private and public equity offerings, debt financings, collaborations, and strategic and licensing arrangements, as well as issuing stock to make additional business or asset acquisitions. To the extent that we raise additional capital through the sale of common stock or securities convertible or exchangeable into common stock or through the issuance of equity for purchases of businesses or assets, your ownership interest in the Company will be diluted.

Future sales of substantial amounts of our common stock into the public and the issuance of the shares upon conversion of the outstanding convertible notes will be dilutive to our existing stockholders and could result in a decrease in our stock price.

Raising additional capital may restrict our operations or require us to relinquish rights.

We may seek additional capital through a combination of private and public equity offerings, debt financings, collaborations, and strategic and licensing arrangements. To the extent that we raise additional capital through the sale of common stock or securities convertible or exchangeable into common stock, the terms of any such securities may include liquidation or other preferences that materially adversely affect your rights as a stockholder. Debt financing, if available, would increase our fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaboration, strategic partnerships and licensing arrangements with third parties, we may have to relinquish valuable rights to our intellectual property, future revenue streams or grant licenses on terms that are not favorable to us.

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Market volatility may affect our stock price and the value of your shares.

The market price for our common stock is likely to be volatile, in part because of the volume of trades of our common stock. In addition, the market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including, among others:

	·	announcements of new products, brands, commercial relationships, acquisitions or other events by us or our competitors;
	·	regulatory or legal developments in the United States and other countries;
	·	fluctuations in stock market prices and trading volumes of similar companies;
	·	general market conditions and overall fluctuations in U.S. equity markets;
	·	variations in our quarterly operating results;
	·	changes in our financial guidance or securities analysts' estimates of our financial performance;
	·	changes in accounting principles;
	·	our ability to raise additional capital and the terms on which we can raise it;
	·	sales of large blocks of our common stock, including sales by our executive officers, directors and significant stockholders;
	·	additions or departures of key personnel;
	·	discussion of us or our stock price by the press and by online investor communities; and
	·	other risks and uncertainties described in these risk factors.

If securities or industry analysts do not publish or cease publishing research or reports or publish misleading, inaccurate or unfavorable research about us, our business or our market, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that securities or industry analysts may publish about us, our business, our market or our competitors. We currently have limited coverage and may never obtain increased research coverage by securities and industry analysts. If no or few securities or industry analysts cover our company, the trading price and volume of our stock would likely be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of the analysts who cover us downgrades our stock or publishes inaccurate or unfavorable research about our business, or provides more favorable relative recommendations about our competitors, our stock price would likely decline. If one or more of these analysts cease coverage of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price or trading volume to decline.

Future sales of our common stock may cause our stock price to decline.

Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur could significantly reduce the market price of our common stock and impair our ability to raise adequate capital through the sale of additional equity securities.

We may issue preferred stock with voting and conversion rights that could adversely affect the voting power of the holders of common stock.

Pursuant to our Articles of Incorporation as amended to date, our Board of Directors may issue preferred stock with voting and conversion rights that could adversely affect the voting power of the holders of common stock. In the second quarter of 2025, we issued shares of a newly designated Series B Preferred Stock to members of our Board of Directors. The outstanding shares of Series B Preferred Stock have voting rights in the aggregate equal to 200% of the total voting power of our other outstanding securities, giving our Board of Directors control over any matters submitted to the vote of the shareholders of the Company. Any such provision may be deemed to have a potential anti-takeover effect, and the issuance of preferred stock in accordance with such provision may delay or prevent a change of control of the Company. The Board of Directors also may declare a dividend on any outstanding shares of preferred stock.

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We will have broad discretion in how we use the net proceeds of future capital raising transactions. We may not use these proceeds effectively, which could affect our results of operations and cause our stock price to decline.

We will have considerable discretion in the application of the net proceeds of any future capital raising transactions. We intend to use the net proceeds from future capital raising transactions to fund development of our products and working capital and other general corporate purposes. As a result, investors will be relying upon management’s judgment with only limited information about our specific intentions for the use of the balance of the net proceeds of such capital raising transactions. We may use the net proceeds for purposes that do not yield a significant return or any return at all for our stockholders. In addition, pending their use, we may invest the net proceeds from that offering in a manner that does not produce income or that loses value.

The market price for our common stock may be volatile, and an investment in our common stock could decline in value.

The stock market in general has experienced extreme price and volume fluctuations. The market prices of the securities of biotechnology and specialty pharmaceutical companies, particularly companies like ours without product revenues and earnings, have been highly volatile and may continue to be highly volatile in the future. This volatility has often been unrelated to the operating performance of particular companies. The following factors, in addition to other risk factors described in this section, may have a significant impact on the market price of our common stock:

	·	announcements of technological innovations or new products by us or our competitors;
	·	developments or disputes concerning patents or proprietary rights, including announcements of infringement, interference or other litigation against us or our potential licensees;
	·	developments involving our efforts to commercialize our products, including developments impacting the timing of commercialization;
	·	actual or anticipated fluctuations in our operating results;
	·	changes in financial estimates or recommendations by securities analysts;
	·	developments involving corporate collaborators, if any;
	·	changes in accounting principles; and
	·	the loss of any of our key management personnel.

In the past, securities class action litigation has often been brought against companies that experience volatility in the market price of their securities. Whether or not meritorious, litigation brought against us could result in substantial costs and a diversion of management’s attention and resources, which could adversely affect our business, operating results and financial condition.

We do not anticipate paying dividends on our classes of common stock and, accordingly, stockholders must rely on stock appreciation for any return on their investment.

We have never declared or paid cash dividends on our common stock and do not expect to do so in the foreseeable future. The declaration of dividends is subject to the discretion of our board of directors and limitations under applicable law, and will depend on various factors, including our operating results, financial condition, future prospects and any other factors deemed relevant by our board of directors. You should not rely on an investment in our company if you require dividend income from your investment in our company. The success of your investment will likely depend entirely upon any future appreciation of the market price of our common stock, which is uncertain and unpredictable. There is no guarantee that our common stock will appreciate in value.

We expect that our results of operations will fluctuate, and this fluctuation could cause our stock price to decline.

Our quarterly and yearly operating results are likely to fluctuate in the future. These fluctuations could cause our stock price to decline. The nature of our business involves variable factors, such as the timing of the research, development and regulatory pathways of our product candidates, which could cause our operating results to fluctuate.

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We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.

As a public company, and particularly after we no longer qualify as an emerging growth company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Act, Nasdaq listing requirements and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, which in turn could make it more difficult for us to attract and retain qualified members of our board of directors.

We are evaluating these rules and regulations, and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

Pursuant to Section 404 of the Sarbanes-Oxley Act we will be required to furnish a report by our management on our internal control over financial reporting beginning with our second filing of an Annual Report on Form 10-K with the SEC after we become a public company. However, while we remain an emerging growth company or smaller reporting company, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. To achieve compliance with Section 404 of the Sarbanes-Oxley Act within the prescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants, adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing whether such controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. In addition, if we identify one or more material weaknesses as a result of this implementation and evaluation process, it could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.

Our business and financial performance could be adversely affected by inflation.

Until recently, the inflation rate has generally been low in the geographies where we operate. However, recently, the inflation rate in the United States reached a 40-year high, primarily as a result of higher energy costs and global supply chain disruptions. In the event of a significant increase in consumer prices, particularly over an extended period of time, customer demand for our products and services could be adversely affected and we could experience lower than expected sales. In addition, if any of our suppliers implemented price increases in response to higher raw material, labor, and energy costs or otherwise, we may not be able to pass along such price increased to our customers and our profitability may be reduced. The occurrence of any of these events could have a material adverse effect on our business, financial condition, and results of operations.

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USE OF PROCEEDS

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of common stock by the ~~shares~~Selling Stockholders. We have agreed to pay all costs, expenses and fees relating to the registration of the securities covered by ~~selling~~this ~~shareholders~~prospectus. The Selling Stockholders will bear all commissions and discounts, if any, attributable to the sale of the securities. However, we may receive proceeds of up to $15,000,000 from the sale of common stock to Platinum Point Capital under the Equity Purchase Agreement, from time to time in our discretion after the date the one or more registration statements, including the registration statement of which this prospectus is a part covering the resale of such shares of common stock are declared effective and the other conditions in the Equity Purchase Agreement have been satisfied.

~~DETERMINATION~~The OFnet ~~OFFERING~~proceeds ~~PRICE~~received from Platinum Point Capital under the Equity Purchase Agreement will be used for general corporate purposes and working capital, research and development, and repayment of certain outstanding debt.

~~The~~We ~~offering~~may ~~price~~receive proceeds upon the exercise of any of the ~~shares~~Warrant held by Platinum Point Capital (to the ~~selling~~extent ~~shareholders~~the ~~does~~registration ~~not~~statement ~~bear~~of ~~any~~which ~~relationship~~this toprospectus ~~our~~is ~~assets,~~a ~~results~~part ofis ~~operations,~~then oreffective ~~book~~and, ~~value~~if applicable, orthe tocashless ~~any~~exercise ~~other~~provision ~~generally~~is ~~accepted~~not ~~criteria~~utilized ofby ~~valuation~~the holder). ~~Prior~~Any toproceeds ~~this~~will ~~offering,~~be ~~there~~used ~~has~~for ~~been~~general nocorporate ~~market~~and working capital or for ~~our~~other ~~securities.~~purposes ~~Accordingly,~~that the ~~offering~~Board ~~price~~of ~~should~~Directors, ~~not~~in their good faith, deems to be ~~considered~~in anthe ~~indication~~best interest of the ~~actual~~Company. ~~value~~No assurances can be given that any portion of the ~~securities~~Warrant will be exercised.

~~Founder~~50 ~~Shares~~Table of Contents

OnMARKET ~~April~~PRICE 2,OF ~~2021,~~AND weDIVIDENDS ~~issued~~ON ~~20,000,000~~THE ~~Common~~REGISTRANT’S ~~Stock~~COMMON ~~Shares~~EQUITY toAND ~~our~~RELATED ~~founders~~STOCKHOLDER ~~as detailed on page xx.~~ MATTERS

~~Share~~Market ~~Issuances~~Price ~~for~~of ~~Cash~~Our ~~Consideration~~Common Stock

WeOur ~~are~~common ~~registering~~stock ~~all~~trades ofon the ~~shares~~OTCQB ~~for~~Market ~~which~~under wethe ~~received~~symbol ~~cash consideration, specifically 2,317,500 shares~~“BRQL.”

From April 7, 2021 to September 30, 2021, we sold 317,500 Common Stock Shares at a price of $0.20 per share or an aggregate of $63,500.

On September 17, 2021, we sold 2,000,000 Common Stock Shares at a price of $0.10 per share or an aggregate of $200,000, which subscription also included 1 Common Stock Purchase Warrant for each Common Stock Share Purchased, exercisable at ten (10) cents per share ($0.10) and upon FINRA granting a trading symbol to the Company for quotation on the OTC Markets OTCQB, the Warrant Exercise Price will be calculated at a 50% discount to the 7 day average price for that 7 day period preceding exercise of the Warrant. The Warrant Exercisable Period is 5 years from the date of the Subscriber subscribing to the Shares.

Share Issuances for Services

We are registering 147,482 shares we issued for services.

Our management has determined the offering price for the common shares being registered in this offering on behalf of the selling shareholders. The offering price of the shares has been determined arbitrarily by us. It is not based upon an independent assessment of the value of our shares and should not be considered as such. The price of the shares the selling shareholders are offering was arbitrarily determined. The offering price bears no relationship whatsoever to our assets, earnings, book value or other criteria of value. The factors considered were:

· Our limited revenues, · Our growth potential, and · The price we believe a purchaser is willing to pay for our stock.

DILUTION

Not applicable. We are not offering any shares in this registration statement. All shares are being registered on behalf of our selling shareholders.

SELLING STOCKHOLDERS

The selling shareholders named below are selling the securities described below. The table assumes that all the securities will be sold in this offering. However, any or all the securities listed below may be retained by any of the selling security holders, and therefore, no accurate forecast can be made as to the number of securities that will be held by the selling security holders upon termination of this offering.

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We believe that the selling shareholders listed in the table have sole voting and investment powers with respect to the securities indicated. We will not receive any proceeds from the sale of the securities by the selling security holders. None of our selling shareholders is or is affiliated with a broker-dealer. All selling shareholders may be deemed underwriters. The percentages below are based upon 22,564,982 common shares outstanding.

From our Inception, to present, we sold 317,500 common shares at a price of $0.20 per share or an aggregate of $63,500 to 16 investors and we sold 2,000,000 common shares at a price of $0.10 per share or an aggregate of $200,000 to 3 investors and we issued 147,482 shares for services at a price of $0.20 or an aggregate of $29,496.40 to one investor. We are registering 2,464,982 common shares sold for cash consideration. We are not registering common shares held directly or indirectly by our officers or directors.

Each investor had a pre-existing relationship with one or all of our Founders/Officers

We relied on Section 4(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D for the offer and sale of the securities in the chart below. We believe that Section 4(2) was available because:

· Each investor had a pre-existing relationship with our Founders who are also the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, · Each investor is an Accredited Investor, · Each investor attested that his, her or its Advisors, had a reasonable opportunity to ask questions of and receive answers concerning the offering of the Shares and our business, financial condition, results of operations and prospects. and all such questions have been answered to the full satisfaction of the investor, · None of these issuances involved underwriters, underwriting discounts or commissions, · Restrictive legends were and will be placed on all certificates or book entries issued as described above, and · The offer and sale of the securities did not involve general solicitation or advertising.

Name of the Beneficial Holder	Number of Common Shares Held Before the Offering (1)		Percentage Owned Before the Offering			Number of Common Shares Being Offered		Shares Held After The Offering Assuming All Common Shares Being Registered Are Sold (1)		Percentage Held After The Offering Assuming All Common Shares Being Registered Are Sold
Malameteni Lipapi (2)		15,000		0.07	%		15,000		0		0
Panagiotis Salpigitis		15,000		0.07	%		15,000		0		0
Dimitrios Papasotiriou		17,500		0.08	%		17,500		0		0
Christos Misalidis		30,000		0.13	%		30,000		0		0
Evangelos Michalis		15,000		0.07	%		15,000		0		0
Themis Ioannou (3)		15,000		0.07	%		15,000		0		0
Aris Pantelatos		15,000		0.07	%		15,000		0		0
Theodoros Kounas		15,000		0.07	%		15,000		0		0
Constanta Predica		15,000		0.07	%		15,000		0		0
Ioannis Vasileios Skordilakis		25,000		0.11	%		25,000		0		0
Stamatiou Dimitra		50,000		0.22	%		50,000		0		0
Allieu Varney Kamara		30,000		0.13	%		30,000		0		0
Antonio De Luca Coimbra		15,000		0.07	%		15,000		0		0
Kelaidis Nikolaos		15,000		0.07	%		15,000		0		0
Jonathan Dagues Martins		15,000		0.07	%		15,000		0		0
Delissa Mallios Ventures, LTD (4)		500,000		2.22	%		500,000		0		0
Peter William Brown		15,000		0.07	%		15,000		0		0
Hadrian Holdings, LLC (5)		500,000		2.22	%		500,000		0		0
The Aeon Group, Inc (6)		1,000,000		4.43	%		1,000,000		0		0
Nikolaos Stratigakis		147,482		0.65	%		147,482		0		0
Total		2,464,982		11.37	%		2,464,982

(1)	Based upon 22,564,982 shares outstanding.
(2)	Ms. M. Lipapi is the mother-in-law of our founder /COO, Nikolaos Ioannou
(3)	Ms. T. Ioannou is the sister of our founder / COO, Nikolaos Ioannou
(4)	Delissa Mallios Ventures, Ltd, is a Cypriot Limited Liability Company and Mr. Demetrios Mallios has dispositive power over the shares.
(5)	Hadrian Holdings, LLC is a New York Limited Liability Company and Mr. Antony DeSena and Mr. Steven Noto have dispositive power over the shares.
(6)	The Aeon Group, Inc is a Florida corporation and Mr. Demetrios Mallios has dispositive power over the shares.

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DESCRIPTION OF SECURITIES

The following description is a summary of the material terms of the provisions of our Articles of Incorporation and Bylaws. Our Articles of Incorporation and Bylaws have been filed as exhibits to the registration statement of which this prospectus is a part.

We are authorized to issue 200,000,000 shares of common stock, with a par value of $0.0001, and no shares of preferred stock. As of the date of this prospectus there are 22,564,982 shares of our common stock issued and outstanding held by 24 stockholders of record.

Common Stock

Each share of our common stock entitles the holder to one (1) vote, either in person or by proxy, at meetings of shareholders. The shareholders are not permitted to vote their shares cumulatively. Accordingly, the holders of more than fifty percent (50%) of the total voting rights on matters presented to our common stockholders can elect all our directors and, in such event, the holders of the remaining minority shares will not be able to elect any such directors. The vote of a majority of the holders entitled to vote on matters submitted to our common stockholders is sufficient to authorize, affirm, ratify, or consent to such act or action, except as otherwise provided by law.

To date, we have paid no cash dividends on our shares of common stock. Any future payment of dividends will be at the discretion of our board of directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors. We have no present plans for future cash or stock dividends. We intend to retain future earnings, if any, to provide funds for operation of our business.

Holders of our common stock have no preemptive rights.

Upon our liquidation or dissolution, the assets legally available for distribution to holders of shares of the common stock, after payment of all our obligations, are distributable ratably among the holders of the then outstanding common stock.

Preferred Stock

We are not authorized to issue preferred stock shares.

MARKET FOR OUR SECURITIES AND RELATED SHAREHOLDER MATTERS

There is presently no established public trading market for our shares of common stock. We anticipate on applying for trading of our common stock on the OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms apart. However, we can provide no assurance that our shares of common stock will be traded on the Bulletin Board or, if traded, that a public market will materialize.

Holders

As of the date of this ~~registration statement~~prospectus, we ~~have~~had 2471 ~~shareholders~~registered holders of record of our common stock based on 25,615,000 shares of our Common Stock issued and outstanding, and 2 registered holders of record of our Class B common stock based on 15,374,654 shares of our Class B common stock issued and outstanding. This number does not include an indeterminate number of stockholders whose shares of our Common Stock are held by brokers in street name.

~~Transfer~~Dividend ~~Agent and Registrar~~Policy

~~ClearTrust,~~We ~~LLC~~have isnever ~~the~~paid ~~transfer~~or ~~agent~~declared ~~and~~any ~~registrar~~cash ~~for~~dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. ~~Their~~We ~~address~~anticipate isthat ~~16540~~we ~~Pointe~~will ~~Village~~retain ~~Drive,~~all ~~Suite~~of ~~205,~~our ~~Lutz,~~future ~~Florida~~earnings ~~33558,~~for ~~their~~use ~~phone~~in ~~number~~the isoperation ~~(813)~~of ~~235-4490,~~our business and ~~their~~for ~~email~~general iscorporate ~~inbox@cleartrusttransfer~~purposes.~~com~~ Any determination to pay dividends in the future will be at the discretion of our Board of Directors. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

-51 ~~32 -~~ Table of Contents

~~Dividends~~BUSINESS

~~Since~~Company ~~our~~Background inception, we have not paid any dividends on our common stock. We do not anticipate paying any cash dividends in the foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our board of directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our board of directors may deem relevant.

~~Securities Authorized for Issuance under Equity Compensation Plans~~General

We presently do not have any equity based or other long-term incentive programs. In the future, we may adopt and establish an equity-based or other long-term incentive plan if it is in the best interest of the Company ~~and our shareholders to do so.~~Background

~~Penny~~BrooQLy ~~Stock~~Inc. ~~Considerations~~was incorporated in Nevada on February 19, 2021, as “MyTreat, Inc.” On May 12, 2021, we changed our name to BrooQLy Inc. in Nevada pursuant to an amendment to our Articles of Incorporation.

~~Our~~Dynamic ~~shares~~Aerospace will be "penny stocks", as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.Systems

~~Under~~DAS ~~the~~is ~~penny~~based ~~stock~~in ~~regulations~~Ann Arbor, aMichigan, ~~broker-dealer~~and ~~selling~~is ais ~~penny~~an ~~stock~~original equipment manufacturer (“OEM”) of unmanned aerial vehicles (“UAVs”). DAS seeks to ~~anyone~~help ~~other~~pioneer ~~than~~the anfuture ~~established~~of ~~customer~~unmanned ~~must~~flight, ~~make~~logistics, aand ~~special~~public ~~suitability~~safety ~~determination~~through ~~regarding~~advanced ~~the~~UAV ~~purchaser~~platforms, intelligent delivery networks, and ~~must~~globally ~~receive~~compliant ~~the~~flight ~~purchaser's~~systems. ~~written~~Built ~~consent~~on toa ~~the~~foundation ~~transaction~~of ~~prior~~proprietary totechnology ~~the~~and ~~sale~~mission-specific engineering, ~~unless~~DAS ~~the~~delivers ~~broker~~versatile, long-~~dealer~~endurance isUAVs ~~otherwise~~tailored ~~exempt~~for real-world applications in both commercial and governmental sectors.

InCore ~~addition,~~UAV ~~under the penny stock regulations, the broker-dealer is required to:~~Platforms

·- ~~Deliver,~~US-1 ~~prior~~Electric toMulticopter ~~any~~(“US-1”): ~~transaction~~Originating ~~involving~~from aImpossible ~~penny~~Aerospace ~~stock~~and design ques from Tesla, athe ~~disclosure~~US-1 ~~schedule~~is ~~prepared~~now bypart ~~the~~of ~~Securities~~DAS’s fleet of UAVs. The US-1 is a multicopter and ~~Exchange~~is ~~Commission~~capable ~~relating~~of to70+ ~~the~~minutes ~~penny~~of ~~stock~~flight ~~market,~~time ~~unless~~with ~~the~~a ~~broker~~3 kilogram payload. The US-~~dealer~~1’s orpatented ~~the~~battery-integrated ~~transaction~~airframe isoffers ~~otherwise~~superior ~~exempt~~energy density, ·enabling ~~Disclose~~extended ~~commissions~~missions ~~payable~~with toexceptional structural stability and flight control. Management believes that the ~~broker~~US-~~dealer~~1 will be ideal for applications including aerial surveillance, search and ~~our~~rescue, ~~registered~~and ~~representatives~~urban logistics, and ~~current~~it ~~bid~~offers law enforcement a cost-effective alternative to traditional helicopters - G1-VTOL Long-Range Hybrid (“G1”): The G1-VTOL, developed by Vayu Aerospace and ~~offer~~now ~~quotations~~upgraded ~~for~~by DAS as the ~~securities~~G1, ·delivers ~~Send~~up ~~monthly~~to ~~statements~~11 ~~disclosing~~hours ~~recent~~of ~~price~~endurance ~~information~~and ~~pertaining~~true tohybrid vertical takeoff and landing (“VTOL”) capabilities. Originally deployed for remote medical deliveries in Africa, the ~~penny~~G1 ~~stock~~has ~~held~~been flight-tested under Emergency Services and Specialized Aviation (“ESSA”) regulations in aDubai, ~~customer~~completing phase 1 & 2 Validation Test Campaign (VTC) testing as part of DAS's ~~account,~~operational ~~the~~integration ~~account'~~with UAE authorities. The G1’s ~~value,~~long-range autonomy and ~~information~~modular ~~regarding~~payload ~~the~~bay ~~limited~~make ~~market~~it inideal ~~penny~~for ~~stocks~~logistics; intelligence, surveillance, and ·reconnaissance ~~Make~~( a“ISR”), ~~special~~and ~~written~~humanitarian ~~determination~~missions. ~~that~~- Mitigator-Class Tactical Drone (the ~~penny~~“Mitigator”): ~~stock~~Compact, iscrash-resistant, aand ~~suitable~~field-ready, ~~investment~~the Mitigator is engineered for ~~the~~law ~~purchaser~~enforcement and ~~receive~~tactical ~~the~~operations. ~~purchaser's~~It ~~written~~thrives ~~agreement~~in torugged ~~the~~environments, ~~transaction~~supports close-quarter maneuvering, ~~prior~~and toprovides ~~conducting~~durable ~~any~~ISR ~~penny~~capabilities ~~stock~~under ~~transaction~~pressure. Its design allows rapid redeployment and real-time situational awareness in ~~the~~urban ~~customer's~~or ~~account~~high-risk zones.

~~Because of these regulations, broker~~Sensor-~~dealers~~Agnostic may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our shareholders will, likely, find it difficult to sell their securities. Architecture

~~OTC~~A ~~Bulletin~~key ~~Board~~differentiator ~~Qualification~~of DAS’s UAV platforms is their sensor-agnostic architecture. All DAS aircraft are engineered to accommodate a wide range of payloads, allowing for ~~Quotation~~simultaneous integration of multiple sensors. Management believes that this flexibility will allow DAS platforms to be reconfigured for multi-domain operations, surveillance, scientific research, infrastructure inspection, disaster relief, and more based on mission demands.

To52 ~~have~~Table ~~our shares~~ of ~~common stock on the OTC Bulletin Board, a market maker must file an application on our behalf to make a market for our common stock. To date we have not engaged with a Market Maker.~~ Contents

~~Sales~~Patent ~~of our common stock under Rule 144~~Portfolio

WeDAS ~~presently~~holds ~~have~~a ~~22,564,982~~growing ~~common~~portfolio ~~shares~~of ~~outstanding.~~patents Ofand ~~these shares, 2,564,982, common shares are held by non~~patent-~~affiliates~~pending ~~and~~technologies ~~20,000,000~~that ~~common~~form ~~shares are held by affiliates, which Rule 144 of~~ the ~~Securities~~foundation ~~Act~~ of ~~1933~~its ~~defines~~UAV asplatforms ~~restricted~~and ~~securities~~operational infrastructure. ~~None~~These offilings ~~our~~protect ~~outstanding~~innovations ~~shares~~across ~~are~~several ~~eligible~~critical ~~for~~areas, ~~resale under Rule 144.~~including:

~~2,464,982~~· ~~shares of our common shares held by non~~Battery-~~affiliates~~Integrated ~~and~~Airframe noDesign: ~~shares~~As ~~held~~utilized ~~by affiliates are being registered~~ in ~~this~~the ~~offering. The remaining non~~US-~~affiliate~~1 ~~shares~~electric asmulticopter, ~~well~~this aspatented ~~all~~structural ~~the~~system ~~remaining~~maximizes ~~affiliates’~~energy ~~shares~~density ~~will~~while ~~still~~enhancing beflight ~~subject~~control toand ~~the~~frame ~~resale restrictions of Rule 144~~stability. InPatent ~~general,~~Number ~~persons~~and ~~holding~~Status: ~~restricted~~US20210197978 ~~securities,~~Published ~~including~~07-01-2021 ~~affiliates,~~· ~~must~~Mesh-Based ~~hold~~Autonomous ~~their~~Delivery ~~shares~~System ~~for~~Utilizing aMobile ~~period~~Fulfillment ofNodes atand ~~least~~Distributed ~~six~~Kiosks. ~~months,~~Patent ~~may~~Number ~~not sell more than one percent of the total issued~~ and ~~outstanding~~Status: ~~shares~~US ~~in any 90-day period~~63/810,973 ~~and~~Provisional ~~must~~· ~~resell~~Modular ~~the~~Autonomous ~~shares~~Delivery inSystem anwith ~~unsolicited~~Mobile ~~brokerage~~Fulfillment ~~transaction~~Node atfor ~~the~~UAV-Agnostic ~~market~~Package ~~price~~Transfer. ~~The~~Patent ~~availability~~Number ~~for~~and ~~sale~~Status: ofFiled ~~substantial~~6-24-2025 ~~amounts~~· ofInterceptor ~~common~~Drone ~~stock~~with ~~under~~Low-Collateral ~~Rule~~Defeat ~~144~~Mechanism ~~could~~and ~~reduce~~Swarm ~~prevailing~~Coordination ~~market~~(Provisional ~~prices~~Patent ~~for~~filed ~~our~~August ~~securities.~~11, 2025)

-These 33technologies -form ~~Table~~the core of ~~Contents~~DAS’s competitive edge and enable scalable, regulatory-compliant UAV deployment across multiple global markets.

~~Reports~~Dynamic toDeliveries: ~~Shareholders~~Mesh-Driven Logistics

AsDAS aoperates ~~result~~Dynamic ofDeliveries, ~~this~~a ~~offering~~division ~~and~~focused ~~assuming~~on ~~the~~building ~~registration~~autonomous ~~statement~~mesh islogistics ~~declared~~networks. ~~effective,~~By asway ~~required under Section 15(d)~~ of ~~the Securities Exchange Act of 1934~~background, wea ~~will~~mesh ~~file~~logistics ~~periodic~~network ~~reports with the Securities and Exchange Commission, assuming this registration statement~~ is ~~declared effective. We intend voluntarily to file~~ a ~~registration~~decentralized ~~statement~~approach ~~on Form 8-A which will subject us~~ to ~~all~~managing the ~~reporting~~flow ~~requirements~~ of ~~the~~goods, ~~1934~~where ~~Act.~~each ~~This~~node ~~will require us to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC~~(e.g., Ina ~~addition~~warehouse, ~~our~~distribution ~~officers~~center, ~~directors~~or ~~and~~delivery ~~10%~~vehicle) ~~stockholders~~is ~~will~~directly beconnected ~~required~~ to ~~submit~~multiple ~~reports~~other tonodes, ~~the~~forming ~~SEC on their stock ownership and stock trading activity. We are not required under Section 12(g) or otherwise to become~~ a ~~mandatory~~network ~~1934~~that ~~Act~~allows ~~filer~~for ~~unless~~flexible ~~we have more than 500 shareholders~~ and ~~total~~efficient ~~assets~~routing of ~~more than $10 million~~shipments. These Ifsystems wehave donumerous ~~not file a registration statement on Form 8-A~~advantages, weincluding ~~will~~decentralization. ~~continue~~with asno asingle ~~voluntary~~central ~~reporting~~point ~~company and will not be subject to the proxy statement or other information requirements~~ of ~~the~~failure; ~~1934~~direct ~~Act~~connections, ~~our~~where ~~securities~~different ~~can~~notes noare ~~longer~~connected beto ~~quoted~~several onother ~~the~~nodes; ~~OTC Bulletin Board,~~ and ~~our~~dynamic ~~officers~~routing, ~~directors~~allowing ~~and~~the ~~10%~~network ~~stockholders will not be required~~ to ~~submit~~adapt ~~reports~~ to ~~the~~changing ~~SEC~~conditions onby ~~their~~finding ~~stock~~the ~~ownership~~most ~~and~~efficient ~~stock~~route ~~trading~~for ~~activity. We~~each ~~will deliver an annual report to our security holders that will include audited financial statements regardless of whether we are obligated to do so~~shipment.

~~Where~~Through ~~You~~Dynamic ~~Can~~Deliveries, ~~Find~~DAS ~~Additional~~plans ~~Information~~to use its [proprietary?] autonomous mesh fulfillment network to leverage DAS’s long-range UAVs to enable high-frequency, last-mile delivery through a geofenced network of takeoff and recovery nodes.

WeThe ~~have~~DAS ~~filed~~system ~~with~~is ~~the Securities and Exchange Commission a registration statement on Form S~~purpose-1.built ~~For~~for ~~further~~use ~~information about us and the shares of common stock to be sold~~ in ~~the~~urban ~~offering, please refer to the registration statement~~ and ~~the~~semi-rural ~~exhibits and schedules thereto. The registration statement and exhibits and any materials we file with the Commission may be read and copied~~environments, atallowing ~~the~~for ~~SEC's Public Reference Room at 100 F St., N.E., Washington, D.C. 20549, on official business days during~~ the ~~hours~~automated ofdelivery ~~10 a.m. to 3 p.m. The public may obtain information on the operation~~ of ~~the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports~~goods, ~~proxy and information statements~~medicine, and ~~other~~supplies information regarding issuers that file electronically with the Commission and state the address of that site (http://www.sec.gov). Our registration statement and other information we file with the SEC is available at ~~the~~scale ~~web~~particularly ~~site~~where ~~maintained~~road-based bylogistics ~~the~~are ~~SEC~~constrained ator ~~http://www~~inefficient.~~sec.gov.~~

~~DESCRIPTION~~International OFExpansion ~~BUSINESS~~ Strategy

~~Organizational~~Europe: ~~History~~DAS plans to enter the European market via a strategic Memorandum of Understanding (“MOU”) with Drops Smart Hubs, an urban drone infrastructure platform. Management anticipates that this partnership will enable the rollout of smart delivery hubs across European cities, offering high-volume autonomous fulfillment solutions for ecommerce, pharma, and food delivery providers.

WeUnited ~~were~~Arab ~~incorporated~~Emirates (UAE): As of the date of this Registration Statement, DAS was in the ~~state~~process of ~~Nevada~~working onwith ~~February~~the Dubai ~~19,~~Civil ~~2021~~Aviation Authority (DCAA). OnThrough ~~May~~ongoing ~~12,~~collaboration ~~2021,~~and weearly ~~changed~~adoption ~~our~~of ~~name~~local toflight ~~brooqLy~~corridor frameworks, ~~Inc.~~DAS ~~with~~has completed two of its three VTC testing of the ~~state~~G1 UAV under the ESSA regulatory framework. These tests mark a major milestone toward Beyond Visual Line of ~~Nevada~~Sight (“BVLOS”) operational approval and integration into Dubai’s national drone delivery infrastructure.

~~Operations~~· toAs ~~Date~~of the date of this Registration Statement, DAS had earned the DCAA Certification: DCAA-E-Cert-011-2023-023.

~~Our~~United ~~operations~~States: DAS is fully committed to U.S. regulatory compliance and as of the date ~~have~~of ~~primarily~~this ~~consisted~~Registration Statement, was actively aligning its aircraft, operations, and pilot protocols with the latest FAA requirements under Part 107 (Remote Pilot Certificate), Part 135 (Air Carrier and Operator Certification), and Part 89 (Remote Identification of: Unmanned Aircraft). DAS’s aircraft and flight operations are being actively adapted on an ongoing basis to meet evolving U.S. standards for commercial UAV deployment.

· ~~Establishing~~Part ~~our~~107 ~~capital~~Certification ~~structure~~(Commercial UAV Operations): DAS plans to require all UAV operators to hold a valid FAA Part 107 Remote Pilot Certificate. ·Pilots ~~Establishing~~undergo ~~our~~recurrent ~~management~~training ~~structure~~every 24 months and complete FAA-mandated aeronautical knowledge testing. ·DAS’s ~~Raising~~operations ~~$263~~will follow all Part 107 rules,~~500~~ ~~via~~including avisual ~~Rule~~line-of-sight ~~506~~(b“VLOS”) ~~Offering.~~operations, ·pre-flight ~~Establishing~~inspections, and ~~completing~~real-time ~~the~~flight ~~following~~logging. ~~agreements~~DAS ~~essential~~also plans to ~~our~~integrate ~~business~~FAA-approved ~~plan:~~protocols for nighttime operations, incident reporting, and safety assessments across its flight teams.

		○	Software Services agreement to develop our designed app and platform (April 20, 2021)
		○	Advertising Services agreement to execute our designed global marketing strategy (April 20, 2021)
		○	Foreign Representation Agreement to start operations in Romania (July 1, 2021)
		○	Marketing Services agreement to execute the designed marketing strategy in Greece (July 1, 2021)

Table of Contents

	·	Completion of the development of the Platform on July 30, 2021, at which time it became fully operational
	·	Starting operations in:

	·	Part 135 Certification (Drone Delivery / BVLOS Operations):
		To enable long-range, autonomous delivery services, DAS plans to pursue Part 135 air carrier certification for the G1 UAV. This process will include the preparation and submission of:

		○	Greece on August 13, 2021; as of October 31, 2021, we have 48 registered Shops
		○	Romania on August 26, 2021; as of October 31, 2021, we have 11 registered Shops

	·	A comprehensive Operations Manual;
	·	Safety Risk Management documentation;
	·	Maintenance and training program plans;
	·	Environmental and community impact assessments;
	·	A phased operational testing plan, modeled after current FAA approval pathways.

· As of October 31, 2021, we have 748 registered Users from 18 countries. · Initiating discussions with potential Local Partners in Brazil, Czech Republic, Netherlands, Philippines, Serbia, Russia, Turkey, United Arab Emirates, United Kingdom and United States of America, of which there are no assurances we will be successful in securing such Local Partner agreements · Starting introductory discussions with global beverage Brands to sell them advertising programs to be executed on our Platform

	·	As of the date of this Registration Statement, DAS was working with designated FAA liaisons to advance the G1 through the applicable Part 135 certification track required for BVLOS and payload-carrying operations in U.S. airspace.

	·	Part 89 (Remote ID Compliance):
		As of the date of this Registration Statement, DAS UAVs are in compliance with FAA Remote ID requirements as of the March 2024 enforcement deadline. Our aircraft:

-o 34Contain -standard ~~Table~~Remote ofID ~~Contents~~modules with integrated broadcast capabilities; or o Operate using certified Remote ID broadcast modules.

~~Website~~Revenue Strategy and Monetization

~~Our~~DAS ~~website~~plans isto ~~located~~operate atunder ~~www.broooqLy.com.~~a Nodiversified ~~information~~revenue onmodel ~~our~~that ~~website~~will isinclude ~~incorporated~~both ~~into~~hardware ~~this~~and ~~prospectus~~recurring service income streams. Our core monetization strategies include:

~~Where~~· WeUAV ~~Are~~Platform ~~Located~~Sales: Direct sales of proprietary UAVs (US-1, G1, Mitigator) to commercial, public safety, and governmental customers. · Drone-as-a-Service (DaaS): Subscription-based flight services for customers requiring mission-specific UAV operations with or without ownership. · Dynamic Deliveries™ Logistics Network: Monetized through software licensing, fulfillment fees, and long-term infrastructure partnerships with cities and enterprises. · Custom Payload & Integration Services: Revenue from sensor configuration, mission-specific integrations, and compliance support. · Government Contracts & Joint Ventures: Strategic engagement with public-sector agencies for ISR, delivery, and emergency response applications.

WeManagement ~~are~~believes ~~located~~that atthis ~~10101~~multi-channel S.approach ~~Roberts~~will ~~Road,~~enable ~~Suite~~DAS ~~209,~~to ~~Palos~~generate ~~Hills,~~both ~~Illinois~~near-term ~~60465~~sales and long-term recurring revenue.

~~Industry~~Market ~~Background~~Opportunity

~~Our~~According ~~business~~to ~~offering~~a 2025 report by Mordor Intelligence, the global unmanned aerial vehicle (UAV) market is projected to exceed $90 billion by 2030, driven by increasing demand for aerial logistics, surveillance, infrastructure inspection, and disaster response. Within this market, drone logistics alone is expected to grow at a ~~unique~~compound ~~combination~~annual growth rate of over 40% through 2028, fueled by urban congestion, last-mile delivery challenges, and regulatory evolution supporting BVLOS operations.

·54 ~~Social~~Table ~~Networking~~of ~~platforms · Online Food Ordering platforms~~Contents

InManagement ~~2019,~~believes ~~the~~that ~~social~~DAS ~~network~~is ~~advertising~~uniquely ~~revenue~~positioned ~~in the United States amounted~~ to ~~36.14~~capture ~~billion~~market ~~U.S.~~share ~~dollars.~~across ~~This~~multiple ~~figure is projected to further grow and surpass 50 billion U.S. dollars by the end of 2021.~~verticals:

~~https~~· Public Safety and Law Enforcement:~~//www~~ Replacement of helicopters and improved situational response.~~cnbc.com/2019/05/07/digital~~ · Medical and Emergency Delivery: Long-adrange UAVs delivering medicine and supplies to hard-~~revenue~~to-inreach regions. · E-~~the-us-topped-100-billion-~~Commerce and Urban Logistics: Autonomous aerial fulfillment in areas underserved by traditional delivery infrastructure. · Government ISR and Tactical Support: Reliable platforms for defense-~~the-first-time.html~~adjacent surveillance and field operations.

~~https://www.statista.com/statistics/271259/advertising~~DAS management believes that by combining vertically integrated hardware with regulatory-~~revenue-of-social-~~compliant delivery networks~~-in-the-us/~~, DAS will be able to address a wide spectrum of both current and emerging UAV use cases.

ItCompetitive is projected that online ordering food revenue will rise to be $220 billion in 2023 - 40% of restaurant sales. Digital ordering and delivery have been growing 300% than dine-in traffic since 2014. Takeout increased by 286% in 2020. Digital orders have increased by 135% since June 2020.Landscape

~~https://blog~~The UAV sector is highly competitive and rapidly evolving.~~trycake.com/41-online-ordering-stats-to-know-in-2021~~ As of the date of this Registration Statement, key players included:

~~https~~· Zipline:~~//upserve~~ Specializes in long-range medical delivery, primarily in Africa and the U.~~com/restaurant~~S. · Wing (Alphabet): Focuses on last-~~insider/online-ordering-statistics/~~mile delivery via small drones in limited urban settings. · Skydio: Offers autonomous drones for public safety and inspection, primarily in the U.S. · DJI: Dominates global consumer and prosumer drone markets, with limited public safety and logistics use.

WeManagement ~~use~~believes athat ~~newsfeed~~DAS ~~like~~differentiates ~~the~~itself ~~most popular social networks where the User has the ability to post own photos, check- in to a Shop, comment on other Users’ posts, send and receive messages~~ through ~~our messaging function and get notifications on various activities~~:

~~Business~~· ~~Overview~~Hybrid and Electric VTOL Aircraft with superior flight endurance and payload versatility. · Sensor-Agnostic Architecture that allows real-time reconfiguration across multiple mission profiles. · Regulatory-First Strategy, including active pursuit of Part 135 certification and operational testing under various international authorities including the Dubai Civil Aviation Authority. · Vertically Integrated Logistics via Dynamic Deliveries™, enabling DAS to offer both the platform and infrastructure behind aerial supply chains.

WeBy ~~are~~bridging ahardware, ~~Social~~autonomy, ~~Networking~~and ~~Platform~~compliance ~~that~~infrastructure, ~~connects~~DAS ~~its~~is ~~Users~~establishing ~~using~~itself ~~the~~as ~~practice~~a offull-stack ~~treating~~UAV ~~Products~~solution ~~via~~provider ~~our~~for ~~Platform.~~commercial ~~The participants in our Platform include: Shops, Sending Consumers , Receiving Consumers~~ and ~~Brands~~public-sector clients.

WeVision ~~have created a technology infrastructure for the Shops, Sending Consumers~~ and ~~Receiving Consumers, and Brands that wish to advertise with us, to interconnect, interact, and engage in what we have strived for, a “fun, social networking experience.”~~ Impact

~~Platform~~DAS’s ~~Benefits~~management envisions a world where unmanned aerial systems support real-time logistics, life-saving missions, and responsive infrastructure from the air. By combining DAS’s vertically integrated manufacturing, modular UAV platforms, and global regulatory compliance, management believes that DAS is building the aerial backbone of tomorrow’s mobility and logistics networks.

Our Platform is designed to benefit Shops, Users, and Brands, as follows:

· Shops

○ Obtaining sales from Remote Customers ○ Obtaining additional awareness and visibility ○ Having online, real-time analytics on the spending of our Users

· Users

○ Staying in touch with friends, anywhere they might be in the world using the Remote Treating mode ○ Making new friends using the In-Shop Treating Mode ○ In both modes, using the method of Treating (purchasing and sending Treats)

· Brands

○ Gaining access to a targeted audience that is ensembled to send and receive products ○ Getting customized brand positioning by advertising throughout our Platform ○ Having online, real-time analytics on the spending within the Platform

- 35 - Table of Contents

How the Platform Works

A Shop registers by paying an annual fee on our Platform, at which time it has access to our Platform and has established the ability to upload:

· Its shop photos to be displayed on our app · Its Treat (Products) Catalog with pricing information · Its banking information, so we can execute relevant payments to its owners

A User downloads our App for free, completes account information, uploads his or her photo, and connects with friends by importing them from various sources, such as their phone catalog, Meta (Facebook), or other social networking platforms.

Then the User gains access to our newsfeed that shows “connected friends” activity similar to other Social Networking platforms. Therefore, every User, can upload photos, “like” other connected User photos and send and receive notifications.

Following that, the User can select one of two “Treating Modes” to purchase and send a Treat to another User:

· Under “Remote Treating” mode, a Sending Consumer can select any shop registered, in any country, select a Treat from the Shop’s catalog, purchase it, and a notification is sent to the Receiving Consumer that a Treat is ready for redemption · Under “In-Shop Treating” mode, a Sending Consumer may “check-in” at a Shop registered in our Platform and gain access to all Users that have also checked-in during the same time; either existing “friends” or new people that they have the opportunity to Treat and meet. The Treat selection process is the same as in “Remote Treating Mode”.

Platform Data

Our platform is designed to be multi-lingual (currently operating in English, Greek and Romanian) and a multicurrency conversion feature (so a Sending Consumer from one country receives real-time conversion when purchasing a Treat for a Receiving Consumer from another country).

We started operations in Greece on August 13, 2021 (a market that we shall be managing directly with our own resources) and in Romania on August 26, 2021 (a market that we shall be managing using a Local Partner).

We are currently evaluating launching our platform in several other global markets in Western Europe, North and South America & Middle East.

Up to now, we have 748 registered users composed from 18 Countries.

Revenue Sources

Our revenue will be derived from 3 sources:

· Annual Shop Registration Fee at $120 per year. · Treat Commission at 20% fee for each transaction made on our Platform for each Shop, · i.e. a Sending Consumer orders a catalog product from a registered Shop on our Platform, which costs $10, 20% of which ($2) is retained by us. · Brand(s) that wish to advertise on our Platform, which advertising fee is based on selected shops per month at $40 per shop per month.

- 36 - Table of Contents

Employees

Our only employees are our Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer.

Target Markets

Our target markets are

· Shops, consisting of bars, restaurants, and coffee houses · Consumers · Brands

Our target regions to expand our presence and coverage are:

· Western and Central / Eastern Europe · North & South America · Middle East

Marketing

Our marketing strategy consists of the following pillars once a country starts operations:

· Pre-launch Stage

○ Social Media teasing Posts ○ Brand Building campaigns ○ CRM process creation ○ Landing Page creation to lead generation

· Launch Stage

○ Performance Marketing ○ Influencer Marketing ○ email Marketing ○ Native Ads ○ Press Releases

· Post Launch Stage

○ Referral Marketing ○ App Store Optimization ○ App Push Notifications ○ CRM Marketing ○ Mobile Affiliate Marketing ○ Vlogging

Dependence Upon One or a Few Customers

We are not presently, and we do not anticipate becoming dependent upon one or a few customers or brands or shops.

Patents, Trademarks, Royalty Agreements

We have no patents or royalty agreements,

On October 14th, 2021, we applied to the US Patent and Trademark Office for the trademark "BROOQLY", which application is pending.

On October 14th, 2021, we applied to the EU Intellectual Property Office for the trademark "BROOQLY", which application is pending.

Raw Materials

We use no raw materials in our business

- 37 - Table of Contents

Competition

~~Most~~As of ~~our~~the ~~competitors~~date ~~that~~of ~~have~~this ~~greater~~Registration ~~operating histories~~Statement, ~~revenues,~~our ~~personnel,~~principal ~~and~~competitors ~~capital~~included ~~resources~~the ~~than we do.~~ following:

~~Research~~(i) ~~and~~For ~~Development~~our UAV Platforms:

~~Since~~DJI ~~our~~Da ~~inception,~~Jiang weInnovations; ~~have~~Elbit ~~spent~~Systems noLtd.; ~~funds~~Lockheed onMartin ~~research~~Corporation; L3Harris Technologies; Martin UAV; Teledyne FLIR; Textron Systems Aerosonde; and ~~development.~~Northrop Grumman.

~~Material~~(ii) ~~Agreements~~For long duration or hybrid VTOL drone systems:

WeShield ~~have~~AI; ~~executed~~Anduril ~~the~~Industries; ~~following~~Edge ~~agreements~~Autonomy; ~~critical~~Kratos toDefense; ~~the~~and ~~development~~Silent ~~our~~Falcon ~~business~~UAS ~~plan~~Technologies.

●55 ~~Software~~Table ~~Services~~of ~~Agreement~~Contents

		○	We have an April 20, 2021, agreement with Nikolaos Stratigakis, a Greek Corporation, to develop software for us according to our design and specifications, including the development of our global Platform
		○	In return for Stratigakis’s services to us, we are required to pay Stratigakis 5,000 Euros and 25,000 Euros in our restricted common stock shares at 20 cents per share.
		○	The term of the Agreement is from April 1, 2021, to December 31, 2021.

(iii) For ISR and Tactical Training Applications:

·Draken ~~Advertising~~International; Tactical Air Support; Top Aces; Airborne Tactical Advantage Company ATAC; Tactical Air Defense Services; ~~Agreement~~Brinc Drones; and Teal Drones, a subsidiary of Red Cat Holdings.

		○	We have an April 20, 2021, agreement with The Jones, IKE (“Jones”), a Greek corporation, providing for Jones to provide advertising materials on our behalf, including brand identity, website design, and app design for an aggregate payment of 16,000 Euros.
		○	The term of the Agreement is from April 1, 2021, to December 31, 2021.

(iv) For avionics, autonomy, and onboard sensor systems:

·uAvionix ~~Marketing~~Corporation; ~~Services~~Collins ~~Agreement~~Aerospace; Avidyne Corporation; Garmin Ltd.; Dynon Avionics; and Honeywell Aerospace.

	○	We have a July 1, 2021, agreement with Viable, IKE (“Viable”), a Greek corporation, providing for Viable to design and execute marketing strategies on our behalf in the Greek market, for an aggregate payment of 11,000 Euros.
	○	The term of the Agreement is from July 1, 2021, to December 31, 2021.

(v) For all electric or next generation UAV mobility platforms:

·While ~~Foreign~~we ~~Representation~~do ~~Agreement~~not -develop ~~Romania~~crewed air taxis or passenger VTOL vehicles, our systems may compete in logistics or infrastructure markets against companies like Zipline; Wing Alphabet; Matternet; Percepto; and Skydio.

		○	We have an August 1, 2021, agreement with Field Insights Srl (“FI”), a Romanian corporation, providing for FI to become the geographically exclusive representative of brooqLy in Romania.
		○	Annual Targets and a Revenue sharing model has been defined with in the agreement
		○	The term of the Agreement is from August 1, 2021, to July 31, 2024.

Many of these competitors have more extensive technical, financial, and operational resources than we currently possess. They may be able to leverage scale advantages, global supplier relationships, or government contracts to accelerate market entry. Additionally, traditional defense contractors may receive procurement priority or strategic support that enhances their market position.

~~Government~~As ~~Regulations~~the UAV industry matures, we anticipate continued consolidation, new regulatory standards, and the emergence of new entrants both domestic and international that may challenge our positioning. We believe our differentiated focus on hybrid endurance, modular payload design, and international flight operations readiness for example in the UAE and Europe provides a competitive edge, but there is no guarantee we will maintain a leadership position in any segment.

WeAerospace ~~are~~/ subject, directly and indirectly (through our Registered Shops), to a wide variety of laws and regulations in the countries in which we operate. These laws, regulations, and standards govern issues such as the Internet, labor and employment, anti-discrimination, payments, gift cards, product liability, consumer protection and warnings, marketing, taxation, privacy, data security, terms of service, mobile application and website accessibility. The sale and delivery of goods through our platform is also subject indirectly to laws, regulations, and standards that govern food safety, alcohol, and tobacco. These regulations are often complex and subject to varying interpretations, in many cases due to their lack of specificity, and as a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies of the countries in which we conduct our business. Drones

~~Property~~There has been a proliferation of startups in the drone industry, driving fragmentation and lowering prices. We believe that this fragmentation does little to address the needs of users of drones or our future customers. We expect that as the industry grows, customers will ultimately rely on companies and platforms that consolidate solutions to unify the key categories of the drone industry. We expect competition in the drone industry, which is already intense, to increase as other companies enter the drone market, as customers’ requirements evolve, and as new products and technologies are introduced. Several of our competitors have greater name recognition, much longer operating histories, greater financial resources, more and better-established customer relationships, larger sales forces and significantly greater resources. As a result, they may be able to respond more quickly to new or emerging technologies and changes in customer requirements or devote greater resources to the development, promotion and sale of their products than us, hampering our ability to successfully compete with respect to certain of these factors. Increased competition may lead to price cuts or the introduction of products available for free or at a nominal price, fewer customer orders, reduced gross margins, longer sales cycles and loss of market share. We may not be able to compete successfully against current and future competitors, and our business, results of operations and financial condition may be harmed if we fail to meet these competitive pressures.

Our executive offices are located at 10101 S. Roberts Road, Suite 209, Palos Hills, Illinois 60465 and consists of 150 square feet composed of (office, conference room, etc.). We pay monthly rent of $0 and our lease expires on December 31, 2022.Suppliers

~~The~~We ~~offices~~rely ~~are~~on ~~leased~~a bynetwork ~~our~~of ~~Chief~~specialized ~~Financial~~suppliers ~~Officer’s~~for ~~CFO’s~~critical ~~company~~UAV components, ~~Nicholas~~including Gpropulsion systems, batteries, avionics, and composite materials. ~~Vardalos~~These &suppliers ~~Company~~are ~~LLP~~selected based on quality, reliability, and ~~150~~compliance ~~square~~with ~~feet~~aerospace ofstandards. While we seek to maintain multiple qualified sources for key parts, certain components are sourced from single or limited suppliers, which ~~that~~could isexpose ~~subleased~~us to ussupply chain disruptions, lead time extensions, or price fluctuations. We actively manage these relationships through long-term agreements where possible and by monitoring supplier performance to mitigate risks associated with supply interruptions.

-Government ~~38 - Table of Contents~~Regulation

~~MANAGEMENT’S~~The ~~DISCUSSION~~Company ~~AND~~is ~~ANALYSIS~~subject OFto ~~FINANCIAL~~standard ~~CONDITION~~workspace governmental regulations including, but not limited to, Occupational Safety and Health Administration (“OSHA”) and Environmental Protection Agency (“EPA”) requirements for our facilities.

~~AND~~Our ~~RESULT~~operations OFare ~~OPERATIONS~~subject to various federal, state and local laws and regulations including: (i) authorization from the FCC for operation in various licensed frequency bands; (ii) FAA regulations and approvals unique to the operation of commercial or industrial drones; (iii) customers’ licenses from the FCC; (iv) licensing, permitting and inspection requirements applicable to contractors, electricians and engineers; (v) regulations relating to worker safety and environmental protection; (vi) permitting and inspection requirements applicable to construction projects; (vii) wage and hour regulations; (viii) regulations relating to transportation of equipment and materials, including licensing and permitting requirements; (ix) building and electrical codes; and (x) special bidding, procurement and other requirements on government projects.

Table of Contents

We believe we have the licenses materially required to conduct our operations, and we are in substantial compliance with applicable regulatory requirements. The operation of our manufactured products by our customers (network providers and service providers) in the U.S. or in foreign jurisdictions in a manner not in compliance with local law could result in fines, business disruption, or harm to our reputation. The changes to regulatory and technological requirements may also alter our product offerings, impacting our market share and business. Failure to comply with applicable regulations could result in substantial fines or revocation of our operating licenses or could give rise to termination or cancellation rights under our contracts or disqualify us from future bidding opportunities.

Patents and Proprietary Technology

The success of our business and technology leadership is supported by our proprietary technology. We rely upon a combination of patent, trademark and trade secret laws in the United States and other jurisdictions, as well as license agreements and other contractual protections, to establish, maintain and enforce rights in our proprietary technologies. In addition, we seek to protect our intellectual property rights through nondisclosure and invention assignment agreements with our employees and consultants and through non-disclosure agreements with business partners and other third parties. As of July 31, 2025, we had three US Patents, consisting of one Final Patent and two Provisional US Patent Applications.

Patent Title	Reference Number	Owner/Assignee	Application Date	Expiration Date
US Patents
· Battery-Integrated Airframe Design: As utilized in the US-1 electric multicopter, this patented structural system maximizes energy density while enhancing flight control and frame stability.	US20210197978	Brooqly Inc	07/01/2021	07/01/2041
Mesh-Based Autonomous Delivery System Utilizing Mobile Fulfillment Nodes and Distributed Kiosks.	US 63/810,973 Provisional		05/14/2025	05/14/2045
Modular Autonomous Delivery System with Mobile Fulfillment Node for UAV-Agnostic Package Transfer.	US Provisional		06/24/2025	06/24/2045
Interceptor Drone with Low-Collateral Defeat Mechanism and Swarm Coordination (Provisional Patent filed August 11, 2025)	US Provisional		8/11/2025	08/11/2045

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Recent Developments

Change of Control Transaction

On February 25, 2025, Panagiotis Lazaretos, Helen V. Maridakis, and Nikolaos Ioannou, the three controlling shareholders of the Company, entered into a Share Purchase Agreement (the “SPA”) with Aerospace Capital Partners, LLC, a Nevada limited liability company (“ACP”). Pursuant to the SPA, the Sellers sold an aggregate of 18,000,000 shares of common stock of the Company to ACP, equal to approximately 70.3% of the Company’s outstanding shares of common stock, as a result of this transaction, ACP became our controlling shareholder.

In connection with the SPA and the payment of the Company’s outstanding liabilities, the Company issued to ACP a Convertible Promissory Note in the original principal amount of Three Hundred Fifty-eight Thousand Two Hundred Dollars ($358,200). The Note was to convert automatically into shares of the Company’s common stock or a series of preferred stock upon the occurrence of all of the following: (1) the acquisition of the controlling interest in the Company by ACP, which happened pursuant to the SPA; (2) the effectiveness of an amendment to the Company’s Articles of Incorporation to authorize the Company to issue preferred stock; and (3) the filing of a Certificate of Designation of Rights and Preferences of a series of preferred stock of the Company. Upon the occurrence of all three events, ACP has the right to determine whether the Note amount will convert into shares of common stock or shares of the new preferred stock. The conversion price of the Note amount was $0.015 per share of either common stock or preferred stock. On June 25, 2025, following the creation of the Series A Preferred Stock, the Note converted into 23,880,000 shares of Series A Preferred Stock.

Also in connection with the SPA, the Company entered into an Assets Purchase Option and License Agreement with the Sellers, pursuant to which , the Company granted to Absocare, Inc., a South Dakota corporation (“ABSO”), an entity controlled by the Sellers, a non-exclusive, royalty-free license to use certain assets of the Company for a period of six months . The Assets consist of the Company’s name and trademark; the software code used by the Company, the domain name (www.brooqly.com); the Company’s app store accounts, and the Company’s social media accounts. ABSO has no right to sublicense, modify, distribute, or commercialize the Assets during the License Period.

Additionally, pursuant to the Option and License Agreement, the Company granted to ABSO the option to purchase the Assets at the end of the License Period. ABSO may elect to exercise the option by written notice to the Company for three months after the end of the License Period.

In connection with the change of control and pursuant to the terms of the SPA, Panagiotis Lazaretos, Nikolaos Ioannou and Helen Maridakis agreed to and did resign from their positions as officers and directors, effective February 25, 2025

The following individuals were appointed as officers and to our Board of Directors:

Name		Position
Kent Wilson		Chief Executive Officer/Chairman of the Board
Jeff Hail		Chief Operating Officer
Ian Kantrowitz		Vice President
Shannon Rigney		Vice President

Management believes that the acquisition of a controlling position in the Company by ACP represents a strategic transformation of the Company into an aerospace-focused enterprise. Management intends to pursue multiple aerospace acquisitions in the near future as part of this new corporate direction.

On March 7, 2025 the Company issued to ACP a second convertible promissory note in the original principal amount of Three Hundred Seventy Thousand Dollars ($370,000) The conversion price of the second note amount was $0.40 per share of either common stock or preferred stock. On June 25, 2025, following the creation of the Series A Preferred Stock, the second note was converted into 925,000 shares of Series A Preferred Stock.

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Appointment of New Independent Directors

Ron J. Rich

On March 18, 2025, the Company appointed Ron J Rich to the Company’s Board of Directors as an independent Board Member.

Jorge L. Torres

On April 9, 2025, the Company appointed Jorge L. Torres to the Company's Board of Directors as an independent Board Member.

Biographical information for Messrs. Rich and Torres can be found below under the heading “Management.”

Asset Purchase Agreements

Vayu US and Impossible Aerospace

Vayu Note

Global Autonomous Corporation

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GAC Note

Drops Smart Hubs MOU

Listing on OTCQB Market

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Financial Advisor Agreement

	-	The exercise price of 400,000 warrants is $0.70;
	-	The exercise price of 400,000 warrants is $1.00;
	-	The exercise price of 400,000 warrants is $1.30; and
	-	The exercise price of 400,000 warrants is $1.60.

The A.G.P. Warrants are exercisable for two (2) years.

A.G.P. is included in this Registration Statement as a Selling Stockholder with respect to the 1,600,000 shares of the Company’s common stock issuable upon exercise of the A.G.P. Warrants.

Noon Fulfillment MOU

Ticker Reservation for Future Uplisting

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Filing of Amended Articles of Incorporation

	-	to increase the authorized capital of the Company to an aggregate of Six Hundred Million (600,000,000) shares, consisting of Three Hundred Twenty-five Million (325,000,000) shares of Common Stock, $0.0001 par value per share (the “Common Stock”); Fifty Million (50,000,000) shares of Class B Common Stock, $0.0001 par value per share (the “Class B Common Stock”); and Two Hundred Twenty-five Million (225,000,000) shares of Preferred Stock, par value $0.0001 per share; and

	-	to grant authorization to our Board of Directors to determine, without shareholder approval, the designations, preferences, limitations, restrictions, and relative rights of any classes of Preferred Stock, and variations in the relative rights and preferences as between different series.

The Amendment took effect on May 14, 2025.

On June 24, 2025, the Company’s Board of Directors approved the filing with the Secretary of State of Nevada four Certificates of Designation of Rights and Preferences for the creation of four new series of preferred stock designated as the Series A Convertible Preferred Stock (the “Series A Preferred Stock”); the Series B Convertible Preferred Stock (the “Series B Preferred Stock”); the Series C Convertible Preferred Stock (the “Series C Preferred Stock”); and the Series D Convertible Preferred Stock (the “Series D Preferred Stock”). The Company’s Board of Directors had previously approved the adoption of the Certificates of Designation.

The rights and preferences of the four series of preferred stock are set forth below under the heading “Description of Securities.”

Employees

As of the date of this prospectus, we had 13 full-time employees. We believe that our relationship with our employees is good. Other than as disclosed in this prospectus or previously filed with the SEC, we have no employment agreements with our employees.

PROPERTIES

The Company maintains its headquarters and an aerospace assembly facility at 753 Plaza Dr, Ann Arbor, Michigan 48108. The 11,000-square-foot facility serves as the company’s primary location for research and development (R&D) and light assembly operations. It supports the production of aerospace components and systems while facilitating ongoing R&D activities. The facility is designed with the potential to expand to 31,000 square feet to accommodate future needs, allowing the Company to scale operations as required. Located in Ann Arbor, Michigan, the facility benefits from access to a skilled workforce and proximity to research institutions, supporting the company’s aerospace development efforts.

LEGAL PROCEEDINGS

As of the date of this Registration Statement, we were not involved in any litigation that management believes could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting us, our common stock, any of our subsidiaries or the officers or directors of the Company or any of our subsidiaries in their capacities as such, in which an adverse decision could have a material adverse effect.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion and analysis of the results of operations and financial condition of BrooQLy Inc. should be read in conjunction with our Consolidated Financial Statements and the notes to those Consolidated Financial Statements that are included elsewhere in this prospectus. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. See “Cautionary Statement Regarding Forward-Looking Statements” above. Actual results could differ materially because of the factors discussed in “Risk Factors” elsewhere in this prospectus, and other factors that we may not know.

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Prospectus. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this Prospectus. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

~~Our~~The ~~Business~~following Management’s Discussion and Analysis relates to our new restructured business operations, rather than the prior business operations of the Company before February 25, 2025. Following the restructuring of our business, we are mainly focused on UAVs and Drone-related sales and services.

WeThe ~~are~~following adiscussion ~~Social~~and ~~Networking~~analysis ~~Platform~~of ~~that~~the ~~connects~~financial ~~its~~condition ~~Users~~and ~~using~~results ~~the~~of ~~practice~~operations of ~~treating~~BrooQLy ~~Products~~Inc., ~~via~~doing business as Dynamic Aerospace Systems Corporation (“Dynamic Aerospace Systems” or the “Company”), should be read in conjunction with our ~~Platform~~financial statements and related notes as filed with the U.S. ~~The~~Securities ~~participants~~and Exchange Commission (the “SEC”). This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those anticipated due to various factors, including those described in our ~~Platform~~SEC ~~include:~~filings. ~~Shops~~Unless otherwise stated, ~~Sending~~references ~~Consumers~~to “we,” ~~Receiving~~“us,” ~~Consumers~~or ~~and~~“our” ~~Brands~~refer to BrooQLy Inc., doing business as Dynamic Aerospace Systems Corporation. For additional details on our operations, see our website a thttps://www.dynamicaerosystems.com.

WeBrooQLy ~~have~~Inc., ~~created~~doing abusiness ~~technology~~as ~~infrastructure~~Dynamic ~~for~~Aerospace Systems Corporation (OTC Markets: BRQL, “Dynamic Aerospace Systems,” the ~~Shops~~“Company,” ~~Sending~~“we,” ~~Consumers~~“our” or “us”), is a leader in unmanned aerial vehicle (“UAV”) manufacturing and ~~Receiving~~autonomous ~~Consumers~~logistics, focusing on advanced vertical takeoff and ~~Brands~~landing ~~that~~(“VTOL”) ~~wish~~drones toand ~~advertise~~UAV ~~with~~technologies, ussuch as the Company’s G1 VTOL (the “G1”) and US-1 electric rotor copter (the “US-1”). We serve government, todefense, ~~interconnect~~and commercial sectors, ~~interact~~delivering solutions for logistics, surveillance, reconnaissance, and ~~engage~~mission-critical inoperations ~~what~~across wethe ~~have~~United ~~strived~~States, ~~for~~Gulf Coast nations, aand ~~“fun~~NATO countries. Our mission is to optimize efficiency, ~~social~~reduce ~~networking~~risk, ~~experience~~and accelerate delivery through autonomous aerial solutions that enhance operational effectiveness and situational awareness.”

WeIn ~~are~~2025, anwe ~~early~~adopted ~~stage~~the ~~company~~trade name Dynamic Aerospace Systems to reflect our new strategic focus on autonomous aerospace technologies and to align with its expanded emphasis on UAV innovation and logistics. This rebranding coincided with significant ~~development~~corporate ~~steps~~developments, asincluding ~~indicated~~the acquisition of assets from Vayu (US) Inc., Impossible Aerospace Corporation, and Global Autonomous Corporation from Alpine 4 Holdings (ALPP) on April 1, 2025. These acquisitions strengthened our technological capabilities and market position in the UAV sector. Additionally, the appointment of a FedEx logistics expert to our ~~Plan~~Board of ~~Operations.~~Directors enhanced our strategic expertise in logistics and supply chain optimization.

Dynamic Aerospace Systems Operations

Revenue

Operating as Dynamic Aerospace Systems, we have focused on developing and commercializing advanced VTOL drones and UAV systems, including the G1 and US-1, designed for applications such as autonomous logistics, surveillance, and reconnaissance. Prior revenue was based on the MyTreat Logistics systems; however, we have now discontinued that revenue model and are solely focused on UAV manufacturing and autonomous logistics using our drones. Our operational focus has been on expanding market reach and advancing research and development (“R&D”). Collaborations with government agencies, NATO allies, and commercial aerospace leaders have driven early-stage contracts and pilot programs, particularly for defense and logistics applications. Revenue generation remains in the growth phase as we scale production and secure larger contracts.

Cost Structure and Expenses

Our primary expenses include R&D, manufacturing, and operational costs associated with our facilities in Ann Arbor, Michigan, and planned flight testing at Strother Field, Kansas (expected to be operational in 2026). The acquisition of assets significantly increased our capital expenditures, aimed at enhancing proprietary UAV designs with autonomous flight controls and advanced sensor integration. We have also invested in secure communication technologies to ensure reliable and secure UAV operations. General and administrative expenses include costs related to corporate governance, regulatory compliance, and the integration of new board expertise to support our strategic vision.

Liquidity Position

Our liquidity position is supported by operational cash flows, strategic partnerships, and financing activities. The asset acquisitions in 2025 were funded through the issuance of Class B Common Stock, aligning with our strategy to preserve cash reserves while expanding our technological portfolio. We are actively pursuing additional contracts with government and commercial clients to bolster cash inflows. Management is also exploring further equity and debt financing to support ongoing R&D and the expansion of manufacturing capabilities. As with many growth-stage companies, our ability to secure additional capital will be critical to sustaining operations and achieving long-term objectives. There can be no assurance that we will obtain financing on favorable terms, and any further issuance of equity could dilute existing shareholders.

Financial Condition

As of the second quarter of 2025, our financial condition reflects a growth-oriented company with significant investments in technology and infrastructure. The transition to operating as Dynamic Aerospace Systems has positioned us to capitalize on the growing demand for autonomous UAV solutions. However, we have identified potential risks, including material weaknesses in internal controls over financial reporting, which we are actively working to remediate. Our balance sheet is primarily composed of intangible assets related to UAV technology, physical assets from acquisitions, and cash reserves allocated for R&D and operational expansion.

Key Trends and Uncertainties

The UAV and autonomous logistics market is rapidly evolving, driven by increasing demand for efficient, secure, and scalable solutions in defense, logistics, and commercial sectors. Our proprietary technologies, such as the G1’s VTOL and fixed-wing efficiency and the US-1’s extended flight capabilities, position us to meet these demands. However, we face risks including regulatory changes, competitive pressures, and the need for continuous innovation. The integration of AI-driven autonomy and sustainable propulsion systems, planned for future development, will require substantial investment and successful execution to maintain our competitive edge.

Conclusion

The transition to operating as Dynamic Aerospace Systems marks a pivotal shift toward leadership in autonomous aerospace solutions. With the strategic acquisitions discussed above and funded through the issuance of Class B Common Stock, a strengthened board, and a focus on innovative UAV technologies, we are well-positioned to drive growth in the logistics, defense, and commercial sectors. However, our success depends on securing additional capital, scaling operations, and navigating competitive and regulatory challenges. We remain committed to delivering value to our stakeholders through innovation, operational excellence, and strategic partnerships.

Results of Operations

The following information should be read in conjunction with the condensed consolidated financial statements and notes appearing elsewhere in this Report. We have generated minimal revenues from inception to date. We anticipate that we may not receive any significant revenues from operations until we begin our planned UAV sales and operations.

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Results of Operations for the Years Ended December 31, 2024 and 2023

Revenues

~~Our~~We ~~net~~generated revenues of $266 and $5 for the ~~nine~~fiscal ~~months~~years ended ~~September~~December 3031, ~~2021~~2024 and 2023, respectively. These revenues were derived exclusively from treat sales on our platform. The year-over-year increase of $~~1,116~~261 ~~consisting~~reflects ~~solely~~limited early monetization of ~~treats~~our prior software assets. We anticipate future revenue growth will primarily result from ~~our~~UAV-related ~~Platform~~commercial activity beginning in 2025.

Operating ~~expenses~~Expenses

WeTotal ~~incurred total~~ operating expenses ofwere $93537,~~753~~440 for the ~~nine~~year ~~months~~ ended ~~September~~December 3031, ~~2021~~2024, ~~consisting~~compared ofto $41314,~~413~~307 ofin ~~professional~~the ~~fees~~prior ~~and~~year. ~~$52,340~~The of2024 ~~other~~operating ~~general~~expenses ~~and~~consisted ~~administrative~~of ~~costs.~~the following:

~~Other~~· ~~Expenses~~$110,017 in professional fees · $81,000 in salaries · $30,000 in bad debt expense · $198,193 related to the impairment of an intangible asset · $118,230 in general and administrative expenses

WeThe ~~incurred~~increase ~~other expense~~ of $~~120~~223,~~000~~133 ~~for~~in operating expenses was primarily due to the ~~issuance~~recognition of 1the ~~warrant~~impairment ~~each~~of toan 3intangible ~~accredited~~asset ~~investors.~~and a nonrecurring bad debt charge.

Net ~~loss~~Loss

WeOur ~~had a~~ net loss for the year ended December 31, 2024, was $1,171,439, compared to $348,288 in 2023. This increase of $~~212~~823,~~636~~151 ~~for~~was driven primarily by the ~~nine~~impairment ~~months~~charge, ~~ended~~losses ~~September~~associated 30with the conversion of common stock shares, ~~2021~~and warrant-related expenses.

Results of Operations for the Three Months Ended June 30, 2025 and 2024

Revenues

For the three months ended June 30, 2025 and June 30, 2024, we generated $0 and $152 in revenue, respectively.

Operating Expenses

Our operating expenses totaled $478,146 and $74,814 for the three months ended June 30, 2025, and June 30, 2024, respectively. The increase of $403484, or 540%, was primarily attributable to the increase in professional fees associated the rollout of our new business, as well as depreciation and amortization expenses of acquired fixed and intangible assets associated with business combinations with Vayu and GAC.

Other Income and Expenses

We had interest expense of $327,921 and $145,654 for the three months ended June 30, 2025, and June 30, 2024, respectively, an increase of $182,267, or 125%. The increased interest expense is attributable to higher amortization of beneficial conversion features that the Company recorded as discounts against convertible notes issued in 2025 that were amortized to interest expense and subsequently converted to various series of preferred stock.

During the three months ended June 30, 2024, we recognized a loss on conversion of shares of $376,000 associated with the conversion of a convertible promissory note to equity.

Net Loss

For the three months ended June 30, 2025, we recognized a net loss of $805,767, attributable to $478,146 in operating expenses and $327,621 in interest and other expense. For comparison, in the same period in 2024, we incurred a net loss of $596,316, stemming from $74,814 in operating expenses, $145,654 in interest expense and $376,000 loss on the conversion of shares for debt.

The increase in operating expenses reflects the Company’s investment in scaling its operations and preparing for future growth. Notably, a portion of these expenses were hard costs directly associated with the acquisition and integration of Vayu and GAC aerospace assets transactions that successfully closed on April 1, 2025. These investments included legal, due diligence, and advisory fees that were essential to closing the deals and positioning the Company for revenue generation across its UAV manufacturing and autonomous logistics divisions.

Results of Operations for the Six Months Ended June 30, 2025 and 2024

Revenues

For the six months ended June 30, 2025 and June 30, 2024, we generated $0 and $181 in revenue, respectively.

Operating Expenses

Our operating expenses totaled $806,463 and $165,748 for the six months ended June 30, 2025, and June 30, 2024, respectively. The increase of $640,896, or 387%, was primarily attributable to the increase in professional fees associated the rollout of our new business, as well as depreciation and amortization expenses of acquired fixed and intangible assets associated with business combinations with Vayu and GAC.

Other Income and Expenses

We had interest expense of $493,456 and $150,404 for the six months ended June 30, 2025, and June 30, 2024, respectively, an increase of $343,052, or 228%. The increased interest expense is attributable to higher amortization of beneficial conversion features that the Company recorded as discounts against convertible notes issued in 2025 that were amortized to interest expense and subsequently converted to various series of preferred stock.

During the six months ended June 30, 2024, we recognized a loss on conversion of shares of $376,000 associated with the conversion of a convertible promissory note to equity.

Net Loss

For the six months ended June 30, 2025, we recognized a net loss of $1,299,619, attributable to $806,463 in operating expenses and $493,156 in interest and other expense. For comparison, in the same period in 2024, we incurred a net loss of $691,971, stemming from $165,567 in operating expenses, $150,404 in interest expense and $376,000 loss on the conversion of shares for debt.

The increase in operating expenses reflects the Company’s investment in scaling its operations and preparing for future growth. Notably, a portion of these expenses were hard costs directly associated with the acquisition and integration of aerospace assets transactions that successfully closed on April 1, 2025. These investments included legal, due diligence, and advisory fees that were essential to closing the deals and positioning the Company for revenue generation across its UAV manufacturing and autonomous logistics divisions.

Additionally, we anticipate approximately $185,000 in legal and audit-related costs over the next twelve months, tied to our ongoing obligations as a reporting company, our planned S-1 filing, and our intent to pursue a listing on the NYSE later this year.

While we expect to continue operating at a net loss in the near term, management believes these strategic investments will support long-term growth, and that commercial activity from acquired assets will begin offsetting operating costs over the coming quarters.

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Liquidity and Capital Resources

~~Our~~Since ~~cash~~inception, ~~flows~~we ~~used~~have ingenerated ~~operating~~modest ~~activities~~revenues ~~were~~while ~~$31~~funding operations primarily through support from affiliates,~~199~~ ~~which~~shareholders, isand ~~attributed~~related parties. Notably, Aerospace Capital Partners, one of our largest shareholders, has already contributed financial resources to ~~establishing~~help support the ~~company~~Company during this period of growth. In addition, ~~developing~~we ~~our~~have ~~Platform~~engaged an investment bank, ~~legal~~Alliance Global Partners, to assist in raising additional capital to accelerate our business plan and ~~auditing~~ensure ~~fees~~sufficient liquidity.

~~Our~~As ~~cash~~of ~~flows~~June ~~provided~~30, ~~by financing activities was $162~~2025,~~500~~ ~~which~~we ishad ~~attributed~~a toworking ~~having~~capital ~~sold~~deficit ~~2,000,0000 shares at par value~~ of $0558,811.~~001~~ toHowever, the ~~three~~Company ~~founders~~is ~~and~~actively ~~302,500~~pursuing ~~and~~financing ~~1,000,000~~opportunities ~~shares~~and ofanticipates ~~restricted~~revenue ~~common~~growth ~~stock~~from tosales ~~Accredited~~that ~~Investors~~are atexpected ato ~~per~~begin ~~share~~offsetting ~~price~~operating ofexpenses ~~$0.20~~within ~~and~~the ~~$0.10~~next ~~respectively~~twelve ~~in a private placement under Rule 506 of Regulation D~~months.

WeAlthough ~~had~~we ~~cash~~may ~~available~~require ~~for~~additional ~~working~~equity ~~capital~~or ofdebt ~~$95~~financing in the short term,~~870~~ asmanagement believes the Company is well-positioned to execute on its strategic objectives with the support of ~~September~~existing 30investors and engaged advisors. While any future financing may involve dilution or debt obligations, ~~2021~~we are focused on securing capital on terms that preserve long-term shareholder value and support our path to profitability.

-Net 39Cash -Provided ~~Table~~by of(Used ~~Contents~~in) Operating Activities.

Net cash used in operating activities was $771,366 for the six months ended June 30, 2025, compared to $80,471 provided by operating activities during the six months ended June 30, 2024. The increase in cash used in operating activities is mainly due to increased professional fees and general and administrative costs associated with the acquisition and implementation of our new business. Our primary use of funds in operations were payments made for legal and professional fees.

Net Cash Used in Investing Activities.

For the six months ended June 30, 2025, and June 30, 2024, our net cash used from investment activities was $0 and $90,440, respectively. Amounts invested in 2024 related to software from our prior business that has since been impaired.

Net Cash Provided by Financing Activities.

For the six months ended June 30, 2025, net cash provided by financing activities was $788,200, comprised of $843,200 received from two Convertible Notes and the repayment of two promissory notes in the amount of $55,000. For the six months ended June 30, 2024, net cash provided by financing activities was $10,000 received from one Promissory Note.

Cash Position and Outstanding Indebtedness.

All of our outstanding convertible notes converted into preferred stock during the six months ended June 30, 2025. Accordingly, we had no indebtedness as of June 30, 2025. Current liabilities consist of accounts payable, a lease liability and amounts due to related parties.

At June 30, 2025, we had $17,071 of current assets, $15,972,689 in non-current assets and our working capital deficit was $558,811.

Off-Balance Sheet Arrangements

We have not and do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of establishing off-balance sheet arrangements or other contractually narrow or limited purposes. Therefore, we do not believe we are exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

The above discussion should be read in conjunction with our condensed financial statements and the related notes. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

Plan of Operations

~~Operations~~In support of the Company’s strategic transformation into a drone manufacturing and autonomous logistics company, the Company intends to raise new growth capital to fund product development, and operational expansion. To facilitate this effort, the Company has engaged A.G.P./Alliance Global Partners (“A.G.P.”), a reputable investment bank, to advise on and execute a structured capital raise. Management anticipates that this capital raise will include potential equity and/or debt offerings aimed at fueling the Company’s entry into the UAV and autonomous delivery sectors, expanding its technology stack, and establishing key commercial partnerships. The capital raise will be aligned with the Company’s long-term vision and will be critical to positioning the Company as an innovation leader in next-generation aerospace logistics.

We65 ~~anticipate~~Table ~~that we will incur $360,000~~ of total expenses over the next 12 months with operating expenses of approximately at a burn rate of $15,000 per month for the next 3 months and $30,000 for the following nine months, as follows: (a) product development - $100,000; (b), marketing - $140,000; and (c) and international business development - $80,000. Based on our current cash position of $95,870 as of September 30th, 2021, and the $103,000 in Subscription Receivables for a total of $198,870, we will be able to conduct our operations for only the next 7 months, which is contingent upon obtaining additional financing. There is no assurance that we will be able to obtain or on terms acceptable to us. Contents

MONTH	STEP	METHOD / ACCOMPLISHMENT	ESTIMATED OPERATING COST
Jan - Mar	Product: Real-Time Payment System Integration	Design internally, implement with subcontractor	$	35,000
Apr - Jun	Product: Real-Time Reporting for Shops / Brands	Design internally, implement with subcontractor	$	15,000
Jul - Sep	Product: Social Networking Features Upgrade	Design internally, implement with subcontractor	$	30,000
Oct - Dec	Product: Treating Mechanism Features Upgrade	Design internally, implement with subcontractor	$	20,000
Jan – Mar	Marketing: Execute Customer Acquisition Strategy	Design internally, implement with subcontractor	$	40,000
Apr - Jun	Marketing: Execute Customer Activation Strategy	Design internally, implement with subcontractor	$	30,000
Jul – Sep	Marketing: Execute Retention Strategy	Design internally, implement with subcontractor	$	35,000
Oct – Dec	Marketing: Execute Referral and Loyalty Strategy	Design internally, implement with subcontractor	$	35,000
Jan - Mar	International: Secure contracts from current pipeline	Travel / negotiation with identified potential local partners	$	20,000
Apr - Sep	International: Create new markets pipeline	Travel / present business concept to identified potential local partners	$	40,000
Oct – Dec	International: Secure contracts from new pipeline	Travel / negotiation with identified potential local partners	$	20,000

Going Concern

The report of the independent registered public accounting firm accompanying our ~~September~~audited ~~30th, 2021~~ financial statements ~~contain~~for the year ended December 31, 2024 includes an explanatory paragraph expressing substantial doubt ~~about~~as to our ability to continue as a going concern. The financial statements have been prepared ~~"assuming~~on ~~that we will continue as~~ a going concern," basis which ~~contemplates~~assumes ~~that~~the weCompany will be able to realize ~~our~~its assets and ~~satisfy~~discharge ~~our~~its liabilities ~~and commitments~~ in the ~~ordinary~~normal course of business.

~~DIRECTORS~~To address this uncertainty, ~~EXECUTIVE~~the ~~OFFICERS~~Company ~~AND~~has ~~CORPORATE~~taken ~~GOVERNANCE~~a series of meaningful steps to strengthen its financial position and operational outlook

~~All~~· ~~directors~~In ofthe ~~our~~first ~~company~~and ~~hold~~second ~~office~~quarters ~~until~~of ~~the~~2025, ~~next~~we ~~annual~~finalized ~~meeting~~multiple memorandums of ~~our~~understanding ~~stockholders~~including oragreements ~~until~~with ~~their~~Drops ~~successors~~Smart ~~have~~Hubs ~~been~~and ~~elected~~Noon ~~and~~Fulfillment ~~qualified,~~in orthe ~~until~~United ~~their~~Arab ~~death,~~Emirates ~~resignation,~~which orsupport ~~removal.~~future UAV based logistics operations and infrastructure deployment in key international markets · The ~~executive~~Company ~~officers~~has ofengaged ~~our~~Alliance ~~company~~Global ~~are~~Partners ~~appointed~~AGP byas its non exclusive investment banking partner to raise capital and evaluate additional financial strategies aligned with our ~~board~~business ofmodel ~~directors~~· Strategic partnerships and ~~hold~~Local ~~office~~Representation ~~until~~Agreements ~~their~~have ~~death,~~been ~~resignation,~~executed orto ~~removal~~support ~~from~~expansion ~~office.~~across multiple geographies without significant increases in fixed operating costs

-Additionally, 40Aerospace Capital Partners (“ACP”), our single largest shareholder, continues to provide financial support and strategic guidance by leveraging institutional banking relationships to assist in our ongoing capital formation efforts. We anticipate that revenue from our UAV product portfolio including the US-1 ~~Table~~electric ofmulticopter ~~Contents~~and the G1 hybrid VTOL platform will begin contributing meaningfully to our financial results in 2025.

As of March 31, 2025, the Company had a working capital deficit of approximately $405,141. Although this presents a near term liquidity challenge, management believes that continued investment from AGP led financing efforts and UAV contract execution will help address the shortfall in the coming quarters.

Our ability to continue as a going concern will depend on timely access to capital, the successful execution of our revenue plan, and continued support from our strategic partners. The Company is actively pursuing a capital strategy that includes the following initiatives

	·	Technical upgrades to our US-1 MKII UAV platform which has drawn interest from public safety, industrial inspection, and autonomous logistics operators in the United States
	·	Progress on commercial deployment opportunities under the Drops Smart Hubs and Noon Fulfillment MOUs particularly in Dubai and the surrounding Gulf region
	·	Ongoing coordination with ACP and AGP to pursue institutional and strategic investment aligned with our operational goals

While uncertainty remains, we believe the measures already taken, combined with support from our stakeholders and a focused operational plan, provide a viable path forward. The accompanying condensed financial statements do not reflect any adjustments that might be necessary if we are ultimately unable to execute on these plans. Nonetheless, management remains confident in its ability to navigate current challenges and create long term shareholder value.

MANAGEMENT

All directors of our Company hold office until the next annual meeting of our stockholders or until their successors have been elected and qualified, or until their death, resignation, or removal. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation, or removal from office.

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Our directors and executive officers, their ages, positions held, and duration of such, are as follows:

Name	Position Held with Our Company	Age	Date First Elected or Appointed
Panos Lazaretos	CEO/Director	49	February 19, 2021
Kent Wilson	CEO/CFO Chairman of Board	52	February 25, 2025
Helen V. Maridakis	CFO/Director	60	February 19, 2021
Jeff Hail	COO/Director	63	February 25, 2025
Nikos Ioannou	COO/Director	44	February 19, 2021
Shannon Rigney	VP/Director	40	February 25, 2025
Ian Kantrowitz	VP/Director	45	February 25, 2025
Ron J. Rich	Director	63	March 19, 2025
Jorge L. Torres	Director	54	April 9, 2025

Business Experience

The following is a brief account of the education and business experience of directors and executive officers during at least the past five years, indicating their principal occupation during the period, and the name and principal business of the organization by which they were employed:

~~Panagiotis~~Kent N.Wilson ~~Lazaretos~~– ~~has been a member of our Board Directors and~~ Chief Executive Officer ~~since February 19~~, ~~2021. Since November 2019 he also serves as a Board Director and~~ Chairman of the Compensation Committee of SPAR Group, Inc (NASDAQ: SGRP) a Field Sales and Marketing Services company. Since February 2017, Mr. Lazaretos has been the Founder and Managing Partner of THENABLERS, Ltd, an International Business Development Services provider. Prior to that and from July 2013 until November 2016, Mr. Lazaretos served as the EEMENA Director – Field Sales & Marketing Services for Adecco Group, the industry Leader in Human Resources. He holds a BS in Computer Science from SUNY New Paltz and has attended MBA courses in Information Technology classes at PACE UniversityBoard

DrMr. ~~Nikolaos~~Wilson, ~~Ioannou~~52, previously ~~has~~served ~~been~~as athe ~~member~~Chief Executive Officer and Secretary of ~~our~~Alpine ~~Board~~4 ~~Director~~Holdings, ~~and~~Inc. (“Alpine 4”), since June 2014. Mr. Wilson resigned as Chief ~~Operating~~Executive Officer ~~since~~of Alpine 4 in February 192025. Prior to his time with Alpine 4, ~~2021~~Mr. HeWilson iswas ~~also~~ the ~~founder~~CEO ~~and~~of ~~Chief~~Crystal ~~Executive~~Technology ~~Officer~~Holdings, ofLtd./NextSure, ~~Delivery~~LLC.gr This company successfully designed, abuilt, ~~Greek~~and brought two products to market’s, ~~Online~~including ~~Food~~an &internet-based ~~Grocery~~insurance ~~Ordering~~rating ~~sector~~engine that allowed prospective buyers to rate and buy their auto insurance online via a virtual insurance agent. Since 2002, Mr. ~~Ioannou~~Wilson ~~was~~has ~~also~~been aactively ~~lecturer~~involved atwith ~~University~~all facets of ~~Patras,~~corporate ~~Greece,~~financial and ~~doctoral~~operational ~~researcher~~planning atand ~~NCSR~~has ~~Democritus.~~held Hethe ~~has~~title 15of ~~years~~CFO ~~entrepreneurial~~and ~~experience~~CEO onfor ~~Technology~~several different companies. DrIn ~~Ioannou~~2011, ~~holds~~Mr. Wilson took over as CFO of United Petroleum Company and helped guide them from a ~~B.Sc.~~small startup with less than $1 million in ~~Physics,~~revenue anto ~~MSc~~a oncompany ~~Information~~with ~~Technology~~$20 million in revenue and ~~Computing~~a growth path for 2013 and 2014. Mr. Wilson holds a ~~PhD~~BA ondegree ~~Microelectronics~~in ~~NCSR~~Management ~~Democritus~~and an MBA from Northcentral University. Management believes Mr. Wilson’s extensive management, strategic planning, and public company experience qualify him to serve as a director.

~~Helen~~Jeff V.Hail ~~Maridakis~~– ~~has been a member of our Board Directors and~~ Chief ~~Financial~~Operating Officer ~~since February 19~~, 2021. She is also the founder and Managing Partner of Vardalos & Associates, Inc, an international business consulting and accounting firm since March 2006. Previously, she was employed with Nicholas G. Vardalos CPAs from October 1995 where she was responsible for providing financial and tax advice to the company’s business clients. She has over 30 years of financial consulting, accounting, and entrepreneurial experience. Mrs. Maridakis holds a BSc Degree in Accounting from the University of Illinois at Chicago as of March 1983 and an MBA in Information Technology from the Group Ecole de Supérieure de Commerce et de Management at Athens, Greece from June 2004.Director

~~Family~~Mr. ~~Relationships~~Hail, 62, previously served as the Chief Operating Officer of Alpine 4 Holdings, Inc., since January 2019, and before that serving as Senior Vice President of Operations since April 2014. Mr. Hail’s professional experience has been both in the government and private sector. As a Buyer/Contract Officer with the Arizona Department of Transportation writing, awarding, and administering highway services contracts. In the private sector, Mr. Hail experienced success by starting a number of different companies and building them to be the leaders in their niche sectors from both electronics manufacturing to e-commerce. As a result, he brings a broad-based experience level with the operational aspects of running a business in today’s realm. Mr. Hail holds a Bachelor of Science degree in Operations and Production Management from the W.P. Carey School of Business at Arizona State University. Management believes Mr. Hail’s extensive business operations and broad industry experience qualify him to serve as a director.

~~There~~Ian ~~are~~Kantrowitz no– ~~family~~Vice ~~relationships~~President, ~~between us and any director or executive officer.~~Director

~~Significant~~Mr. ~~Employees~~Kantrowitz, 45, served as Vice President of Investor Relations at Alpine 4 Holdings, Inc., from 2021 to 2025, following his role as Director of Investor Relations from 2014 to 2021. Mr. Kantrowitz played a key role in securing capital at critical moments, through not only his personal network, but by fostering stakeholder relationships with effective and compelling communication during pivotal growth phases. Also serving on the company’s Board of Directors, Mr. Kantrowitz was accountable for creating and presenting a consistently applied investment message, building trusted relationships and shaping strategic messaging to shareholders and the investment community, while providing insight on public perception and market positioning. He was often regarded as a voice of reason, offering balanced perspectives during critical decision-making moments. Prior to joining Alpine 4, Mr. Kantrowitz built a diverse career involving project management, negotiations and sales in addition to relationship management. He served as a Project Manager for two major homebuilders in Phoenix, Arizona, Continental Homes and Engle Homes, where he honed his leadership and operational skills. Additionally, he was a top-performing banker at Wells Fargo Bank, ranked number five in the country, showcasing his dedication to client satisfaction and business growth. Mr. Kantrowitz’s analytical insight with a people-first approach and experience with investor relations and project management qualify him to serve as a director.

~~There~~67 ~~are~~Table noof ~~significant employees~~ Contents

~~Involvement~~Shannon inRigney ~~Certain~~– ~~Legal~~Vice ~~Proceedings~~President, Director

~~None~~Ms. Rigney, 40, previously served as Vice President of Social Media and Public Relations at Alpine 4 Holdings, Inc., since 2016, having been with the company since 2014. With a decade of experience specializing in brand strategy and corporate relationship management, Ms. Rigney played a pivotal role in shaping the company’s public narrative, developing investor-facing communications, and driving strategic media campaigns and events across Alpine 4’s diverse portfolio of subsidiaries. With a diverse career background spanning public messaging, financial forecasting, project management and contract negotiations in various industries from home building to transportation logistics and medical devices, Ms. Rigney brings a unique ability to craft communications and messaging that align with business objectives while resonating with key stakeholders. Ms. Rigney holds a Bachelor of Business Administration in Marketing from the University of Arizona, Eller College of Management 2006. Her collaborative approach bridges the gap between investor relations, marketing, and operations, ensuring consistent and transparent messaging across multiple platforms. Her extensive experience in stakeholder engagement, public company compliance and communications qualify her to serve as a director.

-Ron 41J. -Rich ~~Table~~– ~~of Contents~~Director

~~None~~Mr. Rich, 64, Currently serves as Vice President of ~~our~~the ~~directors~~Engineering ~~and~~Solutions ~~executive~~Business ~~officers~~at Intertec International. He has ~~been~~held ~~involved~~multiple inleadership ~~any~~positions, including Vice President of Propulsion Systems at Honeywell Aerospace, where he spearheaded initiatives to enhance engine performance and reliability. His tenure at Honeywell also included driving research collaborations, such as the ~~following~~landmark ~~events~~agreement ~~during~~with the ~~past~~University ~~ten~~of ~~years:~~Arizona, designed to streamline aerospace research and development. His dedication to advancing aerospace technology and engineering education earned him the Circle of Excellence Award from the University of Arizona’s Engineering Design Program in 2019.

a)Mr. ~~any~~Rich ~~petition~~graduated ~~under~~1984 the federal bankruptcy laws or any state insolvency laws filed by or against, or an appointment of a receiver, fiscal agent, or similar officer by a court for the business or property of such person, or any partnership in which such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which such person was an executive officer at or within two years before the time of such filing, b) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences), c) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining such person from, ~~or otherwise limiting,~~ the ~~following~~University activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of ~~any~~Arizona of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws, d) being the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (c)(i) above, or to be associated with persons engaged in any such activity, e) being found by a ~~court~~Bachelor's of ~~competent~~Science ~~jurisdiction~~degree (in aMechanical civil action), the Securities and Exchange Commission to have violated a federal or state securities or commodities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been reversed, suspended, or vacated, f) being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended, or vacated, g) being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity, or h) being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members or persons associated with a memberEngineering.

Jorge L. Torres – Director

Mr. Torres, 54, has held multiple leadership positions throughout his 30-year career in the logistics and transportation industry. He currently serves as Vice President of Operations for FedEx Express México. Since 2012, he has overseen one of Latin America's most complex logistics networks. During his tenure, Mr. Torres led the successful integration of Multipack into FedEx, aligning infrastructure and services to support expanded growth across the region. He has been recognized as one of Mexico’s most trusted and influential leaders in logistics, with a proven track record of operational excellence, innovation, and employee engagement.

Term of office. Our directors are appointed for a one-year term to hold office until the next annual meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board and hold office until removed by the Board.

Family relationships. There are no family relationships among executive officers and directors.

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Director or officer involvement in certain legal proceedings. To the best of our knowledge, except as described below, during the past five years, none of the following occurred with respect to a present or former director or executive officer of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Code of Ethics

We have adopted a ~~formal~~Code ~~code~~ of ~~ethics~~Business ~~within~~Conduct and Ethics (the ~~meaning~~“Code of ~~Item~~Ethics”) ~~406~~that ofapplies ~~Regulation~~to ~~S-K~~all ~~promulgated~~of ~~under~~our ~~the~~directors, ~~Securities Act~~officers, ~~which~~and ~~applies~~employees, toincluding our ~~principal~~Chief ~~executive~~Executive ~~officer~~Officer, ~~principal~~Chief ~~financial~~Financial ~~officer~~Officer, ~~principal~~and ~~accounting~~other ~~officer~~senior orfinancial ~~controller,~~officers. orThe ~~persons~~Code ~~performing~~of ~~similar~~Ethics ~~functions~~is ~~that~~intended ~~establishes~~to promote honest and ethical conduct, ~~among~~compliance ~~other~~with ~~things~~applicable laws and regulations, ~~procedures~~and ~~for~~full, ~~handling~~fair, ~~actual~~accurate, orand ~~apparent~~timely ~~conflicts~~disclosure ofin ~~interest~~reports and documents filed with the Securities and Exchange Commission (“SEC”).

~~Committees~~A copy of ~~Board~~our Code of ~~Directors~~Ethics will be made available to shareholders and investors upon request, and is filed as Exhibit 14 to this registration statement. We intend to disclose any amendments to, or waivers of, the Code of Ethics for our executive officers and directors in a Current Report on Form 8-K as required by SEC rules.

Board Meeting and Attendance

Since the change of control in February 2025, and as of the date of this prospectus, the Company’s Board has held five meetings in person or by telephone. Members of our Board were provided with information between Board meetings regarding the Company’s operations and were consulted on an informal basis with respect to pending business. Each director has attended all of the Board meetings during the year.

Director Independence

Independent Directors

As of the date of this prospectus, our Common Stock was not currently listed on any market or exchange that requires independent directors. In evaluating the independence of our members and the composition of the committees of our board of directors, we utilize the definition of “independence” as that term is defined by applicable listing standards of the New York Stock Exchange (“NYSE”) and Securities and Exchange Commission rules, including the rules relating to the independence standards of an audit committee and the non-employee director definition of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended.

Pursuant to the NYSE rules, an independent director generally is “one who the board of directors affirmatively determines has no material relationship with the company, either directly or as an officer, partner or stockholder of a company that has a relationship with the company.” The NYSE rules focus on matters including but not limited to employment with the subject company or related entities, compensation received from the subject company, any relationships with the auditors of the subject company, and employment with a company that has made significant payments to or received significant payments from the subject company.

Based on the Board’s review of the NYSE rules, the Board has determined that Mr. Rich and Mr. Torres would qualify as independent directors.

Our board of directors expects to continue to evaluate its independence standards and whether and to what extent the composition of our board of directors and its committees meets those standards. We ultimately intend to appoint additional persons to our board and committees of our board as are expected to be required to meet the corporate governance requirements imposed by a national securities exchange. Therefore, we intend that a majority of our directors will be independent directors of which at least one director will qualify as an “audit committee financial expert,” within the meaning of Item 407(d)(5) of Regulation S-K, as promulgated under the Securities Act of 1933, as amended.

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Board Leadership Structure

We have chosen to combine the roles of Chairman of the Board and Chief Executive Officer. Mr. Wilson serves as Chief Executive Officer and Chairman of the Board. The Board believes that this structure is appropriate for the Company and provides the appropriate level of independent oversight necessary to ensure that the Board meets its fiduciary obligations to our stockholders, that the interests of management and our stockholders are properly aligned, and that we establish and follow sound business practices and strategies that are in the best interests of our stockholders.

The Board of Directors does not believe that one particular leadership structure is appropriate at all times and will continue to evaluate the Board’s leadership structure from time to time.

Board’s Role in Risk Management

One of the Board of Directors’ key functions is informed oversight of the Company’s risk management process. The Board of Directors does not have a standing risk management committee, but rather administers this oversight function directly through the Board of Directors as a whole, as well as through various standing committees of the Board of Directors that address risks inherent in their respective areas of oversight.

In particular, the Board of Directors is responsible for monitoring and assessing strategic and operational risk exposure, which may include financial, legal and regulatory, human capital, information technology and security and reputation risks.

	·	The Audit Committee, when formed, will have the responsibility to consider and discuss major financial risk exposures and the steps management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken.
	·	The Nominating and Corporate Governance Committee, when formed, will monitor the effectiveness of the Company’s corporate governance policies and the selection of prospective members of the Board of Directors and their qualifications.
	·	The Compensation Committee, when formed, in conjunction with the Audit Committee, will assess and monitor whether any of the Company’s compensation policies and programs have the potential to encourage excessive risk-taking. In addition, the Compensation Committee will review and monitor matters related to human capital management, including management of human capital risks.

Like all businesses, we also face threats to our cybersecurity, as we are reliant upon information systems and the Internet to conduct our business activities. In light of the pervasive and increasing threat from cyberattacks, the Board believes oversight of this risk is appropriately allocated to the Board, although the Board may decide to delegate this responsibility to one of the Committees of the Board. The Board, with input from management, assesses the Company’s cybersecurity risks and the measures implemented by the Company to mitigate and prevent cyberattacks and respond to data breaches. In addition, management and the Board of Directors have recently focused on risks relating to, and the impact on the Company from, the COVID-19 pandemic, and will continue to do so while the situation remains in flux.

Typically, the entire Board of Directors meets with management and the applicable committees of the Board of Directors at least annually to evaluate and monitor respective areas of oversight. Both the Board of Directors as a whole and the various standing committees receive periodic reports from individuals responsible for risk management, as well as incidental reports as matters may arise. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board of Directors as quickly as possible. The Board of Directors’ role in risk oversight does not affect its leadership structure.

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Committees of the Board; Advisory Committees

Audit

WeAs doof the date of this prospectus, we did not have an audit committee that provides independent review and oversight of a company’s financial reporting processes, internal controls, and independent auditors. Our Board of Directors, as a whole, will act as our Audit Committee. Management is responsible for establishing and maintaining adequate internal control over our financial reporting. Our internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report.

Governance

WeAs doof the date of this prospectus, we did not have any defined policy or procedure requirements for our stockholders to submit recommendations or nominations for directors. WeAs doof ~~not~~the ~~currently~~date of this prospectus, we did not have any specific or minimum criteria for the election of nominees to our board of directors and we dodid not have any specific process or procedure for evaluating such nominees. Our board of directors assesses all candidates, whether submitted by management or stockholders, and makes recommendations for election or appointment.

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Compensation

Our board of directors is responsible for determining compensation for the directors of our company to ensure it reflects the responsibilities and risks of being a director of a public company.

~~Other~~Additionally, ~~Board~~the ~~Committees~~Company plans to create additional advisory committees to assist the Company in the implementation of the Company’s business strategies. Management anticipates that these advisory committees will include the following:

WeBranding, ~~have~~Sales, noand ~~committees~~Marketing ~~of our board of directors.~~Committee

~~Corporate~~The ~~Governance~~Branding, Sales, and Marketing Committee, when formed, will direct the company's branding, marketing, and sales strategies to support growth and enhance shareholder value. Members may include directors, employees, or unpaid advisors, with at least one expert in the field. This committee will oversee digital engagement, key performance indicators (“KPIs”), campaigns, and compliance with advertising standards. It will meet quarterly and will advise the Board on marketing performance and initiatives.

~~General~~Budget Committee

~~Our~~The ~~board~~Budget ofCommittee, when formed, will ensure the Company’s financial planning aligns with strategic goals and promotes fiscal responsibility. Members may include directors, ~~believes~~employees, ~~that~~and ~~good~~advisors ~~corporate~~with ~~governance~~finance ~~improves~~expertise. ~~corporate~~This committee will approve budgets, monitor financial performance, and ~~benefits~~evaluate ~~all~~capital ~~stockholders~~spending and resource allocation. The committee will coordinate closely with the Audit Committee and will meet quarterly.

~~Compensation~~Engineering Committee

~~Our~~The ~~board~~Engineering ofCommittee, ~~directors~~when isformed, ~~responsible~~will ~~for~~oversee ~~determining~~product ~~compensation~~development, ~~for~~R&D ~~the~~initiatives, ~~directors~~and oftechnology ~~our~~strategies ~~company~~to drive innovation and quality. It will monitor KPIs such as time-to-market ~~ensure~~and itengineering ~~reflects~~efficiency, ~~the~~while ~~responsibilities~~also ensuring compliance with safety, ethical, and ~~risks~~environmental ofstandards. ~~being~~Members amay ~~director~~include oftechnical astaff ~~public~~or ~~company~~advisors with engineering backgrounds. The committee will meet at least quarterly and will report to the Board.

~~Other~~Autonomous ~~Board~~Logistics ~~Committees~~Committee

WeThe doAutonomous ~~not~~Logistics ~~have~~Committee, anwhen ~~audit~~formed, ~~committee~~will ~~that~~be ~~provides~~responsible ~~independent~~for ~~review~~guiding the Company’s autonomous logistics initiatives, and ~~oversight~~will ofevaluate atechnologies ~~company’s~~like ~~financial~~robotics, ~~reporting~~AI, ~~processes~~and automation in the supply chain. It will review system performance, ~~internal~~safety ~~controls~~protocols, and ~~independent~~strategic ~~auditors~~investments. The committee may include logistics or tech-savvy members and will monitor industry trends and regulatory compliance. It will meet quarterly and report progress to the Board.

WeUAV ~~have~~Technologies no committees of our board of directors. We do not have any defined policy or procedure requirements for our stockholders to submit recommendations or nominations for directors. We do not currently have any specific or minimum criteria for the election of nominees to our board of directors and we do not have any specific process or procedure for evaluating such nominees. Our board of directors assesses all candidates, whether submitted by management or stockholders, and makes recommendations for election or appointment.Committee

AThe ~~stockholder~~UAV ~~who~~Technologies ~~wishes~~Committee, towhen ~~communicate~~formed, will oversee drone strategy, development, and operations, ensuring alignment with ~~our~~innovation ~~board~~goals ofand ~~directors~~regulatory standards. It will monitor UAV KPIs, R&D, and compliance with FAA and privacy laws. Members may doinclude soaerospace byor ~~directing~~regulatory aexperts ~~written~~who ~~request~~evaluate tomajor ~~the~~tech ~~address~~partnerships ~~appearing~~and oncontracts. ~~the~~This ~~first~~committee ~~page~~will ofconvene ~~this~~quarterly ~~annual~~to ~~report~~update the Board.

~~Director~~Regulatory ~~Independence~~Committee

WeThe ~~are~~Regulatory ~~not~~Committee, ~~currently~~when ~~listed~~formed, onwill ~~the~~ensure ~~Nasdaq~~compliance ~~Stock~~with ~~Market,~~all ~~which~~applicable ~~requires~~regulations, ~~independent~~including ~~directors.~~FAA Inrules, ~~evaluating~~governmental ~~the~~contracts, ~~independence~~export ofcontrols, ~~our members~~ and ~~the~~anti-corruption ~~composition~~laws. ofIt ~~the~~may ~~committees~~include ofmembers ~~our~~with ~~board~~expertise ofin ~~directors,~~aerospace welaw ~~utilize~~and ~~the~~oversees ~~definition~~audits, oflicensing, ~~“independence”~~and astraining ~~that~~programs ~~term~~for isstaff. ~~defined~~This bycommittee ~~applicable~~also ~~listing~~will ~~standards~~monitor ofregulatory ~~the~~risks ~~Nasdaq Stock Market~~ and ~~Securities and Exchange Commission rules~~trends, ~~including~~coordinating with the ~~rules~~Audit ~~relating~~Committee to ~~the~~ensure ~~independence~~unified ~~standards~~reporting. ofIt anwill ~~audit~~meet ~~committee~~quarterly and ~~the~~advise ~~non-employee director definition of Rule 16b-3 promulgated under~~ the ~~Securities~~Board ~~Exchange~~on ~~Act~~compliance ~~of 1934, as amended~~matters.

~~According~~71 toTable ~~the Nasdaq definition, we believe that none~~ of ~~our directors are independent.~~ Contents

Our board of directors expects to continue to evaluate its independence standards and whether and to what extent the composition of our board of directors and its committees meets those standards. We ultimately intend to appoint such persons to our board and committees of our board as are expected to be required to meet the corporate governance requirements imposed by a national securities exchange. Therefore, we intend that a majority of our directors will be independent directors of which at least one director will qualify as an “audit committee financial expert,” within the meaning of Item 407(d)(5) of Regulation S-K, as promulgated under the Securities Act of 1933, as amended.

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EXECUTIVE COMPENSATION

The table below summarizes the total compensation paid or earned by our Chief Executive Officer and Chief Financial Officer during inthe ~~2021~~year ended December 31, 2024 and December 31, 2023.

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary ($)

Bonus ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Total ($)

Panos Lazaretos

2021

Nil

Panagiotis Lazaretos

2024

Nil

Helen V. Maridakis

2024

Nil

Helen V. Maridakis

2021

Nil

Nikolaos Ioannou

2024

Nil

Nikolaos Ioannou

2021

Nil

___________

*We were incorporated on February 19, 2021; as such, we have only 2022, 2023 and 2024 representing executive compensation.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

~~During~~No ~~our~~salary ~~Fiscal~~or ~~Year,~~any ~~neither~~compensation ~~our~~was ~~Chief~~paid ~~Executive Officer~~ or ~~Chief~~received ~~Financial~~by ~~Officer~~the orofficers ~~Chief~~for ~~Operating~~the ~~Officer~~year ~~has~~ended ~~been~~December ~~paid~~31, ~~a salary or any other compensation~~2024.

Stock Option Plan; Restricted Stock Unit Plans

~~Currently~~As of the date of this Registration Statement, we dodid not have a stock option plan in favor of any director, officer, consultant, or employee of our company.

~~Option~~On ~~Grants~~April 12, 2025, the Company adopted the Dynamic Aerospace Systems Corporation Restricted Stock Unit (RSU) Executive Plan (the “Executive RSU Plan”) and the Dynamic Aerospace Systems Corporation Restricted Stock Unit (RSU) Plan (the “RSU Plan”).

WeExecutive ~~have~~RSU ~~not granted any options or stock appreciation rights to our named executive officers or directors since inception. We do not have any stock option plans.~~Plan

The purpose of the Executive RSU Plan is to provide an equity compensation program to attract, retain, and incentivize key employees. Each Restricted Stock Unit (“RSU”) is a promise to deliver one share of the Company’s common stock upon vesting, subject to certain terms. The Company has the right to determine the specific grant details for each executive. Pursuant to the Executive RSU Plan, the RSUs will vest 10% at the end of the first year after the grant; 30% at the end of the second year after the grant; and 60% at the end of the third year after the grant. The vested RSUs will be settled in shares of the Company’s common stock six (6) months after the vesting date.

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RSU Plan

The purpose of the RSU Plan is to provide an equity compensation program to attract, retain, and incentivize key employees. Each RSU is a promise to deliver one share of the Company’s common stock upon vesting, subject to certain terms. The Company has the right to determine the specific grant details for each executive. Pursuant to the RSU Plan, the RSUs will vest 10% at the end of the first year after the grant; 15% at the end of the second year after the grant; 25% at the end of the third year after the grant; 30% at the end of the fourth year after the grant; and 20% at the end of the fifth year after the grant. The vested RSUs will be settled in shares of the Company’s common stock six (6) months after the vesting date

Option Grants; Restricted Stock Unit Grants

In March and April 2025, we granted RSUs to Ron J. Rich and Jorge L. Torres pursuant to the Executive RSU Plan in connection with their becoming members of the Company’s Board of Directors. Each of Mr. Rich and Mr. Torres received 100,000 RSUs, which vest 10% on the first anniversary of grant; 30% on the second anniversary of grant; and the remaining 60% on the third anniversary of grant. Each RSU represents a contingent right to receive one share of the Company’s common stock.

Compensation of Directors

We ~~do not~~ have ~~any~~formal agreements for compensating our directors for their services in their capacity as directors, and we have not paid any compensation to our directors.

Kent Wilson has been serving as the Chief Executive Officer (CEO) of the Company since February 25, 2025, with his compensation during this period provided by Aerospace Capital Partners. Mr. Wilson’s Employment Agreement (the “Wilson Agreement”), effective as of July 20, 2025, formalizes his employment with the Company, where Mr. Wilson reports directly and solely to the Board of Directors (the “Board”). The Wilson Agreement emphasizes the critical importance of the CEO’s role in driving sales, developing key client relationships, and securing significant contracts to advance the Company’s growth. Mr. Wilson is granted full authority to enter into contracts, manage banking relationships, and execute agreements on behalf of the Company, subject to any limitations set by the Board, highlighting his pivotal leadership role. Mr. Wilson’s compensation package includes a base salary of $350,000 annually, with 10% annual increases, supplemented by performance-based bonuses.

Jeffrey Hail has been serving as the Chief Operating Officer (COO) of the Company since February 25, 2025, with his compensation during this period provided by Aerospace Capital Partners. Mr. Hail’s Employment Agreement (the “Hail Agreement”), effective as of July 20, 2025, formalizes his employment with the Company, where Mr. Hail reports directly to the Chief Executive Officer (CEO) and directly to the Board. The Hail Agreement outlines Mr. Hail’s essential role in managing day-to-day operations, implementing strategic initiatives, and enhancing organizational efficiency in support of the Company’s growth and operational goals. Mr. Hail is authorized to act on behalf of the Company in operational matters, including vendor management, internal systems, and execution of strategic programs, subject to direction and oversight by the CEO and any limitations established by the Board. Mr. Hail’s compensation package includes a base salary of $267,500 annually, with 10% annual increases, supplemented by performance-based bonuses.

Ian Kantrowitz has been serving as the Vice President of the Company, serving in a cross-functional capacity including Internal and External Communications at the Company. since February 25, 2025, with his compensation during this period provided by Aerospace Capital Partners. Mr. Kantrowitz’s Employment Agreement (the “Kantrowitz Agreement”), effective as of July 20, 2025, formalizes his employment with the Company, where he reports directly to the CEO and indirectly to the Board. The Kantrowitz Agreement outlines Mr. Kantrowitz’s responsibilities across investor relations, corporate messaging, marketing, capital raising, and sales initiatives and strategies. He is authorized to act on behalf of the Company in operational matters, including vendor management, internal systems, and execution of strategic programs, as well as in communications and public engagement initiatives. These responsibilities are carried out under the direction and oversight of the CEO and subject to any limitations established by the Board. Mr. Kantrowitz’s compensation package includes a base salary of $150,000 annually, with 10% annual increases, supplemented by performance-based bonuses.

Shannon Rigney has been serving as the Vice President of the Company since February 25, 2025, with her compensation during this period provided by Aerospace Capital Partners. Ms. Rigney’s Employment Agreement (the “Rigney Agreement”), effective as of July 20, 2025, formalizes her employment with the Company where she reports directly to the CEO and indirectly to the Board. The Rigney Agreement outlines Ms. Rigney’s responsibilities across public relations, corporate compliance, marketing, capital raising, legal coordination, budgeting, and sales initiatives and strategies. She is authorized to act on behalf of the Company in operational matters, including vendor management, internal systems, and execution of strategic programs, as well as in communications and public engagement initiatives. These responsibilities are carried out under the direction and oversight of the CEO and subject to any limitations established by the Board. Ms. Rigney’s compensation includes a base salary of $150,000 per year, subject to annual increases of 10%, with additional performance-based bonuses at the discretion of the CEO and subject to Board approval.

Independent Directors

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