BRQL

New in FY2025

• 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. · Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing. · 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. · We will be a “controlled company” within the meaning of the NYSE American listing rules if we complete our proposed offering and uplisting because our insiders will beneficially own more than 50% of the voting power of our outstanding voting securities. · The NYSE American may apply additional and more stringent criteria for our initial and continued listing, since we plan to have a relatively small public offering and insiders will hold a large portion of our listed securities. · We will incur substantial increased costs as a result of being a public company listed on the NYSE American. · We may not be able to maintain the listing of our common stock on the NYSE American.
• For further discussion of these and other risks, see “ Risk Factors ,” beginning on page 15.
• Implications of being an emerging growth company, a Smaller Reporting Company, and a Controlled 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 a initial 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 Form 10-K.
• 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.
• RISK FACTORS Investing in our securities involves a high degree of risk and uncertainty.
• You should consider carefully the risks and uncertainties described below, and incorporated by reference herein, together with all of the other information in, or incorporated by reference in, this Form 10-K, including our financial statements and related notes incorporated by reference herein, before making an investment decision.
• If any of these risks occur, our business, financial condition, results of operations, and prospects could be materially and adversely affected.
• In that event, the trading price of our common stock could decline and you could lose part or all of your investment.
• Risks Related to Our Business 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 were organized in 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: · attract new customers to our products or services; · develop, renew and expand contracts; · acquire and maintain market share; · attract, integrate, train and retain leadership and other highly qualified personnel; · achieve or manage growth in our operations; · acquire new technologies; · adapt to 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 result 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.
• If we fail to address these and other challenges, risks and uncertainties successfully, our business, results of operations, prospects and financial condition would be materially harmed.
• 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.
• We have incurred significant net losses to date, and we expect that we will continue to incur net losses for the, foreseeable future.
• We have incurred net losses in each period since our inception, including $7,790,924 and $1,171,439 for the years ended December 31, 2025 and 2024.
• As of December 31, 2025, we had an accumulated deficit of $9,791,120 and a working capital deficit of $2,811,077.
• Developing products and services in the defense and broader aerospace industry is very time-consuming, and expensive and, to date, we have devoted a significant amount of our resources to our R&D programs.
• These programs may not produce successful results, and our new products and services may not achieve market acceptance, create additional revenue or become profitable.
• We expect our expenses to increase in connection with our ongoing activities, particularly as we aim to significantly increase our headcount in the near-term, advance the development of our aircraft and other products, seek regulatory approvals, and launch and commercialize our products at scale.
• In addition to the expected costs to grow our business, we also expect to incur significant additional legal, accounting and other expenses as a newly public company.
• If we fail to increase our revenue to offset the increases in our operating expenses, we may not achieve or sustain profitability in the future.
• We will need to generate substantial additional revenue to achieve and then sustain profitability, and even if we achieve profitability, we cannot be sure that we will remain profitable for any period of time.
• We will require substantial capital to finance our operations and fund our R&D programs.
• If we are unable to raise capital when needed or on acceptable terms, then we may be forced to delay, reduce or eliminate our R&D activities as well as our commercialization efforts, which could have a material adverse effect on our business, growth prospects and financial condition.
• We have made and may in the future make acquisitions and investments, which involve numerous risks.
• We have made certain acquisitions, including our acquisitions of the acquired assets in connection with the Asset Acquisition Transaction, and continue to routinely evaluate potential acquisitions, investments and strategic alliances involving complementary technologies, teams, products and companies.
• We expect to continue to pursue such transactions if appropriate opportunities arise.
• As of the date of this Form 10-K, we do not have any binding agreements or commitments to enter into any material acquisitions.

and 686 more.

Gone since FY2024

• Risks Related to Our Business · Our independent registered Public Accounting firm’s auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern. · We have little historical performance for you to base an investment decision upon, and we may never become profitable. · If we are unable to generate sufficient revenue for our operating expenses, we will need financing which we may be unable to obtain; should we fail to obtain sufficient financing, our revenues will be negatively impacted. · Expenses required to operate as a public company will reduce funds available to develop our business and could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition. · We have an unproven business model. · Our growth depends in part on the success of our relationships, agreements, and arrangements with third parties. · Should we encounter difficulties or service interruptions with our software, our results of operations may be negatively impacted. · Our business 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 affected. · We expect our quarterly financial results to fluctuate. · Our business depends on the actions of our Shops, Sending Consumers, Receiving Consumers and Brands level of use of our Platform; material decreases or loss of the use of our Platform by these Platform participants, will adversely affect our business, results of operations, and financial condition. · If we fail to continue to improve and enhance the functionality, performance, reliability, design, security, or scalability of our Platform that responds to our customers’ evolving needs our business may be adversely affected. · If our software contains serious errors or defects, we may lose revenue and market acceptance and may incur costs to defend or settle claims with our customers. · We and certain of our third-party partners, service providers, and sub-processors transmit and store personal information of our customers and consumers; if the security of this information is compromised, or is otherwise accessed without authorization, our reputation may be harmed, and we may be exposed to liability and loss of business. · We are subject to stringent and changing privacy laws, regulations and standards, and contractual obligations related to data privacy and security; our actual or perceived failure to comply with such obligations could harm our reputation, subject us to significant fines and liability, or adversely affect our business. · Payment transactions processed on our platform may subject us to regulatory requirements and the rules of payment card networks, and other risks that could be costly and difficult to comply with or that could harm our business. · Our business is highly competitive, and we may be unable to compete successfully against current and future competitors, especially those businesses with greater operational and financial resources than we do. · We may be subject to claims by third parties of intellectual property infringement; we could incur substantial costs in protecting or defending our intellectual property rights, and any failure to protect our intellectual property or prevent third parties from making unauthorized use of our technology could adversely affect our business, results of operations, and financial condition. · Any future litigation against us could be costly and time-consuming to defend. · Our brand is integral to our success; if we fail to effectively maintain, promote, and enhance our brand, our business and competitive advantage may be harmed. · Unfavorable conditions in our industry or the global economy, or reductions in digital ordering transaction volume or technology spending, could adversely impact the health of our customers and limit our ability to grow our business and negatively affect our results of operations. · Increases in food, labor, and occupancy costs could adversely affect results of operations. · Our failure to attract, train, or retain highly qualified personnel could harm our business. · Our Platform is in the early stages of commercialization; we are not certain that our Platform will be well received as anticipated. · We may be unable to effectively manage growth. · We may incur significant costs and require significant management resources to evaluate our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act, and any failure to comply or any adverse result from such an evaluation may have an adverse effect on our stock price. · We are eligible to be treated as an “emerging growth company,” as defined in the JOBS Act, and a “smaller reporting company” within the meaning of the Securities Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies or smaller reporting companies will make our Common Stock less attractive to investors. · Our failure to appropriately and timely respond to changing consumer preferences and demand for new products and services could significantly harm our customer relationships and have a material adverse effect on our business, financial condition, and results of operations. · We face risks associated with our existing and planned international business. · We are exposed to foreign currency exchange rate fluctuations and exchange control risks, which may harm the results of operations and cause our financial results to fluctuate between periods. · We may be unable to adequately protect or continue to use our intellectual property; failure to protect such intellectual property may harm our business. · We will require additional capital to execute our overall business strategy. · As of the date of this Annual Report, one shareholder owned a controlling interest in the voting stock, and as such, investors will have minimal influence on our operations. · Climate changes may indirectly impact our business. · The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business. · We may 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 Risks Related to our Securities · An investment in our shares is highly speculative. · The market price of our Common Stock may fluctuate significantly in the future. · You may experience dilution of your ownership interests because of the future issuance of additional shares of our common or preferred stock. · There is presently no market for our Common Stock; an inability to develop or maintain a trading market could negatively affect the value of our Common Stock and make it difficult for you to sell your shares. · If our stock is thinly traded, sale of your holding may take a considerable amount of time. · Our common Stock is subject to the “Penny Stock” rules of the SEC and the trading market in our securities will be limited, which makes transactions in our Common Stock cumbersome and may reduce the value of an investment in our Common Stock. · There will be restrictions on resale of Securities and there is no assurance of the registration of the Securities. · Any market that develops in shares of our common stock will be subject to the penny stock regulations and restrictions pertaining to low-priced stocks that will create a lack of liquidity and make trading difficult or impossible. · FINRA sales practice requirements may limit a shareholder’s ability to buy and sell our Common Stock. · Shares eligible for future sale may adversely affect the market. · If we fail to maintain effective internal controls over financial reporting, the price of our Common Stock may be adversely affected. · Our annual and quarterly results may fluctuate, which may cause substantial fluctuations in our Common Stock price. · We have never paid cash dividends and do not anticipate doing so in the foreseeable future. · Our stock price may be volatile, which may result in losses to our shareholders. · We do not have an independent board of directors which could create a conflict of interest and pose a risk from a corporate governance perspective. · Because we do not have a nominating, audit or compensation committee, shareholders will have to rely on the entire board of directors, no members of which are independent, to perform these functions. · Our election not to opt out of the JOBS Act extended accounting transition period may not make our financial statements easily comparable to other companies. · We may 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. · We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 and if we fail to comply in a timely manner, our business could be harmed, and our stock price could decline. · If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud; as a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock.