Item 5 Fees and Compensation ............................................................................................................................... 7 Item 6 Performance-Based Fees and Side-By-Side Management ........................................................................... 7 Item 7 Types of Clients ............................................................................................................................................. 8 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ....................................................................... 8 Item 9 Disciplinary Information .............................................................................................................................. 11 Item 10 Other Financial Industry Activities and Affiliations .................................................................................... 11 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ............................. 12 Item 12 Brokerage Practices ................................................................................................................................... 12 Item 13 Review of Accounts ................................................................................................................................... 15 Item 14 Client Referrals and Other Compensation ................................................................................................ 15 Item 15 Custody ..................................................................................................................................................... 16 Item 16 Investment Discretion ............................................................................................................................... 17 Item 17 Voting Client Securities ............................................................................................................................. 17 Item 18 Financial Information ................................................................................................................................. 18 Item19 Requirements for State Registered Investment Advisors ……………………………………………………..21 Item 20 Your Privacy …………………………………….…….……………………………………………..…………… .22 Form ADV 2B …………………………………………………………………………………………………...………….. 24 5 609 Main Street, Suite 2500. Houston, TX 77002 Description of Services and Fees NUCLO WEALTH LLC (also known as NUCLO WEALTH MANAGEMENT under assumed name) (the Firm) is a registered investment adviser organized as a limited liability company under the laws of the State of Texas. NUCLO MANAGEMENT COMPANY LLC, a Florida limited liability company is the manager and principal member of NUCLO WEALTH LLC. NUCLO MANAGEMENT COMPANY LLC is a wholly owned subsidiary of NUCLO ASSET MANAGEMENT S.A. de C.V., a Mexican company. IN February 2024 some changes were made to the corporate governance of NUCLO WEALTH MANAGEMENT as our Manager. Specifically, a new Chief Executive Officer was appointed, who is an ultimate beneficial owner and related to the company since its inception. The following paragraphs describe our services and fees. As used in this brochure, the words "we", "our" and "us" refer to NUCLO WEALTH LLC and the words "you", "your" and "client" refer to you as either a client or prospective client of our firm. Also, you may see the term Associated Person throughout this Brochure. As used in this Brochure, our Associated Persons are our firm's officers, employees, and all individuals providing investment advice on behalf of our firm. Discretionary and Non-Discretionary Portfolio Management Services We offer discretionary and non-discretionary portfolio management services to our clients and prospective clients. If you retain our firm for portfolio management services, we will meet with you to determine your investment objectives, risk tolerance, and other relevant information (the "suitability information") at the beginning of our advisory relationship. We will use the suitability information we gather from our initial meeting to select a model portfolio(s) in which you will be invested. In some cases, we may modify the model portfolio for particular clients based on the client's individual needs, financial objectives and risk tolerance. Once we select a model portfolio(s) for you, we will monitor your portfolio's performance

on an ongoing basis and will rebalance the portfolio as required by changes in the model, market conditions and in your financial circumstances. If you enter into non-discretionary arrangements with our firm, we must obtain your approval prior to executing any transactions on behalf of your account; alternatively, you may contact/execute our recommendations directly with your custodian The term of portfolio management services arrangements can be: Open Ended, One Year, Two Years. We generally require a minimum of $500,000 to open and maintain an advisory account. We may waive this requirement in our discretion if, for example, you appear to have significant potential for increasing assets under our management. We will also household client accounts to meet the stated account minimum. 6 609 Main Street, Suite 2500. Houston, TX 77002 Consulting Services We may render limited consulting services to clients\. We will not be providing financial planning services. Consulting services includes but are not limited:
• Monthly Committee Meeting.
• Analysis of capital markets.
• Macroeconomic analysis.
• Geopolitical Analysis
• Enterprise Valuation.
• Corporate structure assessment.
• Any other specific requirements from the client. The fees charged for such services are described in detail in Item 5, are determined on a case-by-case basis depending on the scope and complexity of the services as described in the corresponding agreements. Selection of Other Advisers As part of our investment advisory services, we may recommend that you use the services of a third-party money manager ("TPMM") to manage a portion of your investment portfolio. After gathering information about your financial situation and objectives, we will recommend that you engage a specific TPMM. Factors that we take into consideration when making our recommendation(s) include, but are not limited to, the following: The TPMM's performance, methods of analysis, fees, your financial needs, investment goals, risk tolerance, and investment objectives. Because we will not be providing advice to you on these assets, we will not include the assets managed by the TPMM in calculating your portfolio management fee based on the applicable fee schedule. The TPMM will charge you a fee. The advisory fee you pay to the TPMM is established and payable in accordance with the disclosure brochure provided by each TPMM to whom you are referred, and you end up engaging. These fees may or may not be negotiable. You should review the recommended TPMM's disclosure brochure (if available) and take into consideration the TPMM's fees, as applicable, to determine the total amount of fees associated with the particular program. You may be required to sign an agreement directly with the recommended TPMM(s). You may terminate your advisory relationship with the TPMM according to the terms of your agreement with the TPMM. You should review each TPMM's disclosure brochure for specific information on how you may terminate your advisory relationship with the TPMM and how you may receive a refund, if applicable. You should contact the TPMM directly for questions regarding your advisory agreement with the TPMM. Types of Investments We do not primarily recommend one security over another. We offer advice on equity and fixed income, 7 609 Main Street, Suite 2500. Houston, TX 77002 including equity securities, corporate debt securities, commercial paper, certificates of deposit, municipal securities, exchange-traded-funds, mutual funds, U.S. Government securities, hedge funds, direct lending funds, options and interest in partnerships investing in real estate, private equity, venture capital and oil and gas among others. Additionally, we may advise you on any type of investment that we deem appropriate based on your stated goals and objectives. We may also provide advice on any type of investment held in your portfolio at the inception of our advisory relationship. You may request that we refrain from investing in specific securities or certain types of securities. You must provide these restrictions to our firm in writing. Assets Under Management As of December 31, 2023, the Firm has assets under management of approximately US$ 185,000,000 (Discretionary US$ 95,000,000; Non-discretionary US$ 90,000,000).