Founded in 2015, Principly, Inc. is a Delaware corporation and an investment adviser that is registered with and regulated by the SEC under the Advisers Act as an internet adviser, and is offering its services under the tradename Backer. Backer is backed by leading venture capital firms and its principal owner is its founder and CEO, Jordan Lee. As an internet adviser, Backer provides investment advice to our clients exclusively through our interactive website and iOS and Android mobile applications. Through the website and mobile applications, interactive computer software-based applications receive the information that our clients submit and help us provide an investment advisory service that is based on the personal information that the client inputs but does not otherwise purport to meet the overall objectives or needs of a specific client. Rather, Backer’s intent is to encourage 529 plan investing as further outlined below. Backer does not plan to provide investment advice through other means, such as in person, by telephone, or via email. If you require investment advice other than through an interactive website or mobile application, Backer is not the adviser for you. Backer’s Focus on 529 Plans As background, 529 plans are tax-advantaged investment plans adopted in accordance with Section 529 of the Internal Revenue Code. Withdrawals from 529 plans for qualified education expenses remain free of federal income tax, among other benefits, terms, and conditions. The 50 states and several territories have adopted various kinds of 529 plans, which commonly offer various investment options, or prepaid tuition plans. 529 plans are often recommended to families looking to save for future college costs or other qualified education expenses. Yet Backer believes that 529 plan investing is underutilized, in part because of the complexities in opening accounts, settling on an investment option, accessing account information, collecting contributions from multiple sources, and sharing goals and progress with family and friends. Backer’s mission is to further popularize 529 plan investing by making it easier to understand and simpler to invest on behalf of the 529 plans’ beneficiaries (the “Students”). Backer was founded to develop a technology solution for 529 plan investing that keeps the investment side of the business simple while developing features that encourage gifting into 529 plans and help families find new ways to save more for education. Backer’s focus is on encouraging you to start the process of saving and investing on behalf of a Student, and helping you do so with the help of family and friends, rather than on chasing specific kinds of investment returns. Note that by investing through Backer, you might sacrifice certain tax benefits (such as state tax deductions or credits) that might be available to you, which could be material. You should investigate your other options before investing with Backer. You may determine that it is most advantageous to open a 529 plan from your state of residence before or in addition to utilizing Backer. There is no limitation on the number of 529 plan accounts that you can have at one time. The following are elements of Backer’s current focus:
• Opening accounts Backer has a philosophy that simplicity can go a long way in encouraging family and friends to invest on behalf of a Student. We offer a user-friendly way to quickly open a 529 plan account for a Student through our interactive website and mobile applications. Once the account has been set up, our clients can immediately begin adding investment contributions to the Student’s 529 plan account and can publicize the account with family and friends.
• Settling on an investment option The 50 states and several territories have adopted various kinds of 529 plans, prepaid tuition plans, or other vehicles for education savings, which offer various investment options. Cumulatively, all of these options can be intimidating or confusing, and might deter a Student’s family or friends from making the effort to invest in a 529 plan for the Student. Backer keeps it simple and recommends one or a few options for the client. Backer does not currently advise on prepaid tuition plans but may do so in the future.
• Collecting contributions from multiple sources We help our clients collect contributions to their 529 plan account from multiple sources. We have

created product features to make it easy for our clients to solicit and collect gifts from friends and family by sharing a gifting page that is unique to the Student.
• Accessing account information We have implemented a technology solution to make it easy and intuitive for our clients to access their 529 plan account information on our website and mobile applications. Our platform allows our clients to access information about their investments, add one-time or recurring contributions, track their progress, and share their gifting page with family and friends.
• Sharing goals and progress with family and friends We make it easier for family and friends to discover that a Student has an existing 529 plan and to begin contributing investments into the Student’s 529 plan account without having to pull together the Student’s personal information and fill out an account application. We also created product features that allow our clients to share a gifting page to collect contributions and to share their goals and progress with authorized family and friends.
• Connecting an existing account For clients who already have a 529 plan account that is technologically compatible with Backer’s platform, Backer helps the client connect their existing account to Backer’s platform so that they can take advantage of Backer’s programs and features, such as accessing account information through Backer’s website or mobile applications, adding one-time or recurring contributions, tracking their progress, and sharing their gifting page with family and friends to collect contributions. Technological compatibility with a 529 plan does not mean that Backer is affiliated with or otherwise has a relationship with that particular 529 plan. Additional details about these aspects of Backer’s business can be found on our website and mobile applications. Backer is always innovating on new programs and features designed to help its clients save more for education and may announce such additions on its website or mobile applications. The Investment Choices Backer offers advice on investing and, as part of its services to investment advisory clients, provides technology and account-opening solutions intended to make it easier for family and friends to support the Students in their life by funding 529 plans for them. All of Backer’s clients are advised on a non-discretionary basis, which means that you, rather than Backer, will select your investment. Upon selecting an investment, you may be required to provide additional information or complete additional documentation that the investment requires in order to open a 529 plan account, which Backer will provide assistance with. Backer provides investment advice on only certain 529 plans, and on only certain of the investment options available in those 529 plans. This Brochure refers to those investment options as “Investment Choices.” Backer’s recommendation as to a particular Investment Choice will depend on the information you provide during the account-opening phase. In that sense, Backer’s advice is tailored, but it remains impersonal, and Backer will not provide investment advice on other securities besides the Investment Choices or respond to specific requests for advice on purchasing other securities. Other 529 plans that are not offered as Investment Choices may be more suitable for you. Backer will offer Investment Choices based on various factors, including ease of administration, the ability of Backer to coordinate its technological processes with the 529 plan, the level of fees charged by the 529 plan, the reputation of the investment managers of the 529 plan’s investment options, the overall terms, and the available investment options, among other factors. Backer began by recommending investment in a single 529 plan but will add and subtract 529 plans from its recommendations from time to time. Backer receives no fees or other compensation from the 529 plans for recommending investments in those 529 plans. Backer receives fees and compensation solely as described in Items 5 and 14 below, including compensation from 529 plans that Backer receives for providing technological services to the 529 plans, but these services are unrelated to the investment advisory services that Backer provides to its advisory clients. Client Assets Backer advises on approximately $32 million in client assets as of March 31, 2023.