4//SEC Filing
HAIL JEFFREY 4
Accession 0001958267-25-000003
CIK 0001854526other
Filed
Jul 24, 8:00 PM ET
Accepted
Jul 25, 3:21 PM ET
Size
12.5 KB
Accession
0001958267-25-000003
Insider Transaction Report
Form 4
brooqLy, Inc.BRQL
HAIL JEFFREY
DirectorCHIEF OPERATING OFFICER
Transactions
- Conversion
SERIES A PREFERRED STOCK
2025-06-26+375,000→ 375,000 totalFrom: 2025-06-26→ COMMON STOCK (1,125,000 underlying) - Conversion
SERIES A PREFERRED STOCK
2025-06-26−6,243,300→ 18,561,700 total(indirect: By LLC)From: 2025-06-26→ COMMON STOCK (18,729,900 underlying) - Conversion
SERIES A PREFERRED STOCK
2025-06-25+24,805,000→ 24,805,000 total(indirect: By LLC)From: 2025-06-25→ COMMON STOCK (74,415,000 underlying)
Footnotes (7)
- [F1]THE REPORTING PERSON IS A MEMBER OF AEROSPACE CAPITAL PARTNERS, LLC ("ACP"), WHICH ACQUIRED THE SHARES OF SERIES A PREFERRED STOCK PURSUANT TO THE TERMS OF CONVERTIBLE PROMISSORY NOTES ISSUED BY THE ISSUER TO ACP IN FEBRUARY AND MARCH, 2025. PURSUANT TO THE TERMS OF THE NOTES, UPON THE CREATION OF THE SERIES A PREFERRED STOCK, THE OUTSTANDING BALANCE OF THE NOTE WOULD CONVERT INTO SHARES OF SERIES A PREFERRED STOCK. THE AGGREGATE PRINCIPAL AMOUNT OF THE NOTES, $372,075, CONVERTED AT A PRICE OF $0.015 PER SHARE INTO SHARES OF SERIES A PREFERRED STOCK WHEN THE SERIES A PREFERRED STOCK WERE CREATED ON JUNE 24, 2025.
- [F2]AS NOTED ABOVE, THE SHARES WERE ACQUIRED BY ACP. THE REPORTING PERSON IS A MEMBER OF ACP AND AS SUCH, OWNS THE SHARES INDIRECTLY.
- [F3]THE SHARES OF SERIES A PREFERRED STOCK MAY BE CONVERTED INTO SHARES OF THE ISSUER'S COMMON STOCK AT ANY TIME AT THE DISCRETION OF THE HOLDER(ACP). THERE IS NO EXPIRATION OF THE RIGHT TO CONVERT INTO THE ISSUER'S COMMON STOCK.
- [F4]PURSUANT TO THE CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES, EACH SHARE OF SERIES A PREFERRED STOCK IS CONVERTIBLE INTO THREE SHARES OF THE ISSUERS COMMON STOCK, AT THE DISCRETION OF THE HOLDER.
- [F5]THE REPORTING PERSON IS A MEMBER OF AEROSPACE CAPITAL PARTNERS, LLC, WHICH OWNS THE SHARES. THE REPORTING PERSON'S BENEFICIAL AND PECUNIARY OWNERSHIP OF ACP IS 30%. THE REPORTING PERSON DISCLAIMS BENEFICIAL OWNERSHIP OF THESE SERIES A PREFERRED SHARES EXCEPT TO THE EXTENT OF HIS PECUNIARY INTEREST THEREIN.
- [F6]THE REPORTING PERSON RECEIVED THESE SHARES FROM ACP IN CONNECTION WITH THE EXTINGUISHMENT OF AN OBLIGATION OWED BY ACP TO THE REPORTING PERSON. THE SERIES A PREFERRED SHARES WERE ISSUED AT A PER SHARE PRICE OF $0.12.
- [F7]AS NOTED, ACP ACQUIRED THE SHARES OF SERIES A PREFERRED STOCK PURSUANT TO THE TERMS OF CONVERTIBLE PROMISSORY NOTES ISSUED BY THE ISSUER IN FEBRUARY AND MARCH, 2025. FOLLOWING THE ISSUANCE OF THE SERIES A PREFERRED STOCK TO ACP ON JUNE 25, 2025, ACP SUBSEQUENTLY DISTRIBUTED AN AGGREGATE OF 6,246,300 SHARES TO CERTAIN INVESTORS IN ACP IN EXCHANGE FOR CANCELLATION OF OBLIGATIONS TOTALING $749,556, AT A PER SHARE CONVERSION PRICE OF $0.12.
Documents
Issuer
brooqLy, Inc.
CIK 0001854526
Entity typeother
Related Parties
1- filerCIK 0001958267
Filing Metadata
- Form type
- 4
- Filed
- Jul 24, 8:00 PM ET
- Accepted
- Jul 25, 3:21 PM ET
- Size
- 12.5 KB