Brochure – Composer

Brochure

Composer Technologies Inc. Part 2A of Form ADV: Firm Brochure 240 Richmond Street W. Toronto ON M5V 1V6 www.composer.trade help@composer.trade March 2024

This brochure provides information about the qualifications and business practices of Composer Technologies Inc., a Canadian company (the “Firm” or “Composer”). If you have any questions, please contact us via email at help@composer.trade. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Any reference to the Firm as a registered investment adviser does not imply a certain level of skill or training. Additional information about Composer Technologies Inc. is also available on the SEC’s website at www.adviserinfo.sec.gov.

Item 2 Material Changes

This document is the Part 2A of Form ADV: Firm Brochure (the “Brochure”). This Item provides a summary of the material changes since the last annual update to this Brochure. Composer additionally submitted an OTA on February 14, 2024 to reflect changes to Schedule A of the ADV Part 1. Since the last Annual Updating Amendment on March 31, 2023, we have made amendments to Item 4, Item 8, Item 10, Item 12 and Item 16 in addition to other minor changes throughout the Brochure:

Item 3 Table of Contents

Item 4 Advisory Business

A. General Description of the Company

Composer Technologies Inc. (“Composer” or the “Firm”) was founded in April of 2020 with headquarters in Toronto, Ontario Canada. As indicated in the Firm’s ADV Part 1A, Composer is owned by Mr. Ronny Li, Ananda Aisola, Benjamin Rollert as well as three Venture Capital Funds, First Round Capital, Left Lane Capital and Golden Ventures. The Firm became a registered investment adviser with the United States Securities and Exchange Commission (“SEC”) in January of 2021.

B. Summary of Investment Advisory Services

Composer is a registered investment adviser (“RIA”) which offers limited discretionary online advisory services to its advisory clients (each a “Client,” and collectively, “Clients”) through its proprietary web-based application (the “Platform”). Once a Client is approved (an “Investment Account”), the Platform is the only place that a Client will be able to access Composer’s advisory services. The limited investment advisory services that Composer provides include making certain risk-ranked model portfolios (“Model Portfolios”) available for Clients to invest in at their discretion, which are periodically rebalanced to remain within a target asset allocation range.

The Model Portfolios are curated and powered by Composer’s own quantitative strategies together with inputs from each Client, to help tailor both “off the shelf” Model Portfolios or more bespoke data-driven Model Portfolios based on different performance metrics and asset attributes at the Client’s direction. A myriad of components, including company fundamental and technical analysis, as well as traditional news, alternative data, macro events, human behavior, sentiment, social attitudes and data technology goes into the curation of a Model Portfolio.

Composer has developed a suite of software tools that effectively corroborate and calibrate publicly available data that impacts companies, brands, and sectors across the globe. The Model Portfolios are comprised of both equity and fixed-income exchange-traded funds (“ETFs”), as well as equity securities of companies. On the Platform, the Model Portfolios are referred to as Symphonies (“Symphonies”). While Clients have the option to use the Platform and invest in one of the Model Portfolios, Clients may also choose to manually add or replace securities from their chosen Model Portfolios, which will modify the portfolio and these holdings will become part of any rebalance that occurs in the future, or create their own Model.

Clients are able to back-test their Model Portfolios in order to compare them to a benchmark or another Model Portfolio, and to see how a particular Model Portfolio hypothetically performs under real-world conditions. The Client is able to change and edit these Model Portfolios at any time. Composer’s advisory services include periodic rebalancing of Model Portfolios in accordance with a particular Model Portfolios default setting, designed to keep the holdings within each Model Portfolio within a specified target asset allocation range.

C. Tailored Services and Investment Restrictions

Clients will receive the Investment Advisory Agreement, which further details the services Clients will receive, fees charged to Clients, and the conditions of Composer-Client relationship. Importantly, Composer does not provide overall financial planning services, nor does it provide tax advice.

D. Wrap Fee Programs

Composer does not participate in wrap fee programs.

E. Amounts Under Management

As of December 31, 2023, Composer managed approximately $46,700,000 in discretionary regulatory assets under management across 2948 discretionary Client Accounts.

Item 5 Fees and Compensation

Management Fees

The Platform gives Clients the opportunity to test Model Portfolios on a trial-basis at no cost without the payment of any funds or making any real investments (the “Test Client”). Test Clients are afforded the opportunity to sample the Model Portfolios on a trial basis and test how such Test Client would have performed if such Client had actually invested real funds into the Model Portfolios. Thereafter, if the Test Client chooses to become a Client by using actual funds to invest in the Model Portfolios, the Platform charges a fixed monthly “subscription” fee for investment advisory services of $40 per month or $384 annually (the “Subscription Fee”). The Subscription Fee is not based upon the total assets or transactions in a Client’s Investment Account, but rather is an upfront fee charged for access to Composer’s Platform.

There is a $50 minimum to open an account with Composer. Composer believes the Subscription Fee is reasonable considering the quality and scope of the services it provides and the fees charged by other investment advisers offering similar services/programs. However, by participating in the Subscription Fee program, Clients may end up paying more or less than they would with other registered investment advisers who charge a wrap fee calculated as a fixed or tiered percentage of the assets managed, or charge a higher or lower subscription fee. Clients could also invest in ETFs, stocks and other securities directly without Composer’s services. In that case, Clients would not receive the services provided by Composer, which are designed, among other things, to assist in determining which investments are appropriate for the Client’s Investment Account. Clients should be aware that Composer is designed with frequent investing in mind. The fee structure may not be appropriate for individuals looking to make few or infrequent small-dollar investments. The Subscription Fee will be paid by direct debit from the Client’s bank account. In the event Composer cannot debit Subscription Fees from the Client’s bank account, it reserves the right to terminate a Client’s access to its advisory services. Each Client may also terminate at Composer’s services at any time.

Other Account Fees

In connection with Composer’s advisory services, and any purchase or sales by a Client, Clients may incur fees and/or expenses separate from Composer’s services. A Client may incur certain charges imposed by custodians and other third parties. These include transfer fees, brokerage fees, administrative fees and other fees and taxes on brokerage accounts and securities transactions. The issuer of some of the securities or products purchased for Clients, such as ETFs or other similar financial products, may charge product fees that affect Clients. Composer does not charge these fees to Clients and does not benefit directly or indirectly from any such fees. Additionally, an ETF typically includes embedded expenses that may reduce the fund’s net asset value, and therefore directly affect the fund’s performance and indirectly affect a Client’s portfolio performance or an index benchmark comparison. These fees are in addition to the management fee Clients pay to Composer. Clients should review all fees charged to fully understand the total amount of fees they will pay.

Item 6 Performance-Based Fees

Composer does not take performance-based fees. Fees are limited exclusively to a subscription model.

Item 7 Types of Clients

Composer’s Platform is intended for use by anyone to gain access to customized portfolios built from ETFs and publicly traded equities.

Item 8 Methods of Analysis, Investment Strategies and Risk of Loss

Methods of Analysis and Investment Strategies

Composer considers a myriad of factors, including company fundamental and technical analysis, as well as traditional news, alternative data, macro events, human behavior, sentiment, social attitudes and data technology when curating Model Portfolios. Through the use of Composer’s algorithm, each Model Portfolio is curated to promote diversification and return, but also to include certain hedging strategies designed to protect against market downturn. Each Model Portfolio is specific, and includes a specific default rebalancing schedule. Clients also have the opportunity to swap out, replace or remove securities from, and adjust the rebalancing for, any Model Portfolio. The ETFs and other securities that comprise Client portfolios are selected via Composer’s internal selection criteria. ETFs themselves are managed by the relevant fund manager/sponsor. Composer does not manage, control or receive compensation from ETF or other managers or the Custodians.

Rebalancing and initial investments are only performed during specific hours each day. There are inherent risks to the use of algorithms to drive portfolio transactions which may result in loss of capital. Composer also relies on certain vendors in order to provide portfolio rebalancing. In the event that one of these vendors is unavailable, Composer will not have the capability to rebalance the portfolio. Through qualitative and quantitative due diligence, Composer selects ETFs and publicly traded equities to include in each Model Portfolio. Composer chooses ETFs because of their transparency, liquidity, fee models and diversification. Composer chooses stocks because of their exposure to specific industries, liquidity, transparency, risk profile, and diversification. The ETFs and stocks selected represent an array of investment options across a broad range of investment strategies such as conservative, modest or aggressive balanced risk funds; asset classes such as small, mid, and large-cap U.S. equities, fixed income, real estate, commodities, or international; and industries such as healthcare, defense or consumer.

Risk of Loss

Clients should be prepared to bear the risk of loss by investing in securities. Investments made via the Platform involve substantial risk, such as various market, currency, economic, political and business risks. Consequently, investment efforts will not always be profitable, and there is no assurance Clients will get back the amount invested. Composer does not guarantee the future performance of any Client Investment Account. Subject to the Advisers Act and Investment Management Agreement and other applicable law contrary to this, Composer shall have no liability for any losses in a Client’s Investment Account.

The price of any security or the value of an entire asset class can decrease due to various factors beyond the control of Composer, including, but not limited to, changes in economic conditions, market sentiment, forecasted or unforeseen economic developments, interest rates, changes in government regulations, and domestic or international political, demographic, or social events. There is no guarantee that the intended results of a Model Portfolio will necessarily match the actual results. Past performance of a security is not necessarily indicative of future performance or risk of loss. High volatility and/or the lack of deep and active liquid markets for a security may prevent a Client, or Composer on the Client’s behalf, from selling their securities at all or at an advantageous time or price.

Market Risk

The price of any security or the value of an entire asset class can decrease due to various factors beyond the control of Composer, including changes in economic conditions, market sentiment, and interest rates.

Investment Risk

There is no guarantee that the intended results of Composer’s judgment about particular securities or asset classes will match the actual results. Composer’s choices may prove to be incorrect, and a Client might not reach his or her investment goals.

Software Risk

Composer delivers its investment advisory services entirely through software. Notwithstanding rigorous design, development, testing, and monitoring, it is possible that such software may not always perform as intended.

Volatility and Correlation Risk

Different or unrelated asset classes may exhibit similar price changes in similar directions which may adversely affect a Client, particularly in times of market upheaval.

Liquidity and Valuation Risk

High volatility and/or the lack of deep and active liquid markets for a security may prevent a Client from selling their securities or may require selling at a significant discount.

ETF Risks

ETF performance may not exactly match the performance of the index or market benchmark they track.

Inflation, Currency, and Interest Rate Risks

Security prices will likely vary in response to changes in inflation and interest rates.

Cybersecurity Risks

Composer may be subject to risks associated with a breach in cybersecurity which may interfere with transaction processing.

Investment Strategy Risks

The more aggressive the investment strategy, the more likely the portfolio will contain larger weights in riskier asset classes.

Equity-Related Risks

The prices of equity securities will rise and fall based on various factors affecting individual companies and markets.

Reliance on Management and Other Third Parties

All portfolio transactions are executed, traded, and managed by third-party brokers.

Limitations of Disclosure

The above risks do not capture all risks involved in investing; investment strategies develop and can change over time.

Item 9 Disciplinary Information

Composer has no legal or disciplinary events to report that are material to a client’s or prospective client’s evaluation of our advisory business or the integrity of our management.

Item 10 Other Financial Industry Activities and Affiliations

Composer does not participate in any other financial industry activities. Composer is affiliated with Composer Securities LLC (the “Broker”), an SEC-registered and FINRA member broker-dealer.

Item 11 Code of Ethics, Participation or Interest in Client Accounts and Personal Trading

Composer has adopted a code of ethics (the “Code of Ethics”) for all supervised persons of Composer describing its high standard of business conduct and fiduciary duty to its Clients.

Item 12 Brokerage Practices

When a Client agrees to the terms of the Investment Advisory Agreement, the Client grants Composer the authority to select the broker-dealer(s) that will be used to place and execute the transactions in the Investment Accounts.

Item 13 Review of Accounts

Composer provides all Clients with continuous access to the Platform regarding information about Investment Account status, portfolio allocations, securities, and Investment Account balances.

Item 14 Client Referrals and Other Compensation

Composer and its related persons do not receive any economic benefit for providing investment advice to Clients.

Item 15 Custody

The investments in each Client’s Investment Account are held in a separate account by an independent custodian.

Item 16 Investment Discretion

The Client maintains full discretion to choose the Model in which to invest. Once the Client has selected the Model, Composer then obtains limited discretionary authority to rebalance the account to maintain the Model Targets and to reinvest dividends.

Item 17 Voting Client Securities

Composer does not have authority to vote proxies on behalf of Clients.

Item 18 Financial Information

Composer does not require the prepayment of any Subscription Fees six or more months in advance. Composer does not have any adverse financial condition that is reasonably likely to impair its ability to continuously meet its contractual commitments to its Clients.