Form ADV Part 2A — Firm Brochure

Item 1 — Cover Page

Velira, LLC ("Velira," the "Firm," "we," or "us")

Principal office: principal-office street address — coming soon, Colorado, USA · Phone: firm phone — coming soon.

CRD No.: firm CRD number — coming soon · SEC File No.: SEC file number 801-____ — coming soon.

Contact: legal@velirafinance.com · Website: https://www.velirafinance.com

This brochure, dated brochure/filing date — coming soon, provides information about the qualifications and business practices of Velira, LLC. If you have any questions about its contents, contact us at legal@velirafinance.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission ("SEC") or by any state securities authority.

Velira, LLC is registered with the SEC, or the applicable state securities authority — registration basis to be determined by counsel — coming soon as an investment adviser. Registration as an investment adviser does not imply any particular level of skill or training. The oral and written communications of an adviser provide you with information you can use to decide whether to hire or retain the adviser.

Additional information about Velira, LLC is available on the SEC's website at www.adviserinfo.sec.gov, searchable by the Firm's CRD number firm CRD number — coming soon.

Item 2 — Material Changes

This is the Firm's initial brochure. There are no material changes to report from a prior version.

In future annual updates, this Item will summarize the material changes made since the last annual amendment. Within 120 days of the close of each fiscal year, the Firm will deliver to each client either an updated brochure that includes or is accompanied by a summary of material changes, or a summary of material changes with an offer to provide the full updated brochure free of charge. Interim amendments will be delivered or made available as required.

Item 3 — Table of Contents

Item 1 — Cover Page

Item 2 — Material Changes

Item 3 — Table of Contents

Item 4 — Advisory Business

Item 5 — Fees and Compensation

Item 6 — Performance-Based Fees and Side-by-Side Management

Item 7 — Types of Clients

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

Item 9 — Disciplinary Information

Item 10 — Other Financial Industry Activities and Affiliations

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

Item 12 — Brokerage Practices

Item 13 — Review of Accounts

Item 14 — Client Referrals and Other Compensation

Item 15 — Custody

Item 16 — Investment Discretion

Item 17 — Voting Client Securities

Item 18 — Financial Information

Item 19 — Requirements for State-Registered Advisers

Item 4 — Advisory Business

Firm description and ownership. Velira, LLC is a limited liability company organized under the laws of Colorado with its principal place of business in Colorado. The Firm has been in business since firm inception date — coming soon and is owned and controlled by principal owner(s) / managing member(s) — coming soon.

What the Firm does. The Firm provides financial-planning and investment advisory services to retail clients through a combination of (i) its software platform — an interactive website and application (the "Platform") offering account aggregation, dashboards, retirement and cash-flow (Monte-Carlo) analysis, target asset-allocation and Investment Policy Statement tools, tax-aware rebalancing and sell-down proposals, income-sleeve sizing, real-estate reallocation analysis, and an AI-assisted conversational assistant — and (ii), on the Firm's higher subscription tiers, a dedicated licensed human professional who provides advice tailored to the client and works from the client's real, connected financial picture in the Platform.

The four service tiers. The Firm offers its services in four flat-fee subscription tiers, each of which includes everything in the tier below it. Velira OS is the self-serve software tier: the client uses the Platform's tools and educational outputs directly, and onboarding includes a required one-time white-glove setup of the client's accounts and complex assets. Velira Wealth adds a dedicated CERTIFIED FINANCIAL PLANNER™ (CFP®) professional who provides personalized, non-discretionary financial-planning and investment advice as a fiduciary. Velira Tax adds a dedicated Certified Public Accountant (CPA) for year-round personal tax planning and preparation and filing of the client's personal Form 1040 (personal returns only — no corporate or partnership returns, bookkeeping, or payroll). Velira Estate adds a dedicated Estate Planner for personal legacy structuring, trust funding and alignment, titling and beneficiary validation, and multi-generational plan maintenance. Fees for each tier are described in Item 5.

Tailoring and restrictions. Advisory services are tailored to the individual needs of each client. Clients provide information about their financial situation, goals, time horizon, and risk tolerance — directly, through onboarding, and, where the client authorizes it, through read-only connections to the client's own financial accounts. Clients may impose reasonable restrictions on the recommendations they wish to receive (for example, excluding particular securities or categories) by notifying the Firm or their dedicated professional.

Non-discretionary; the client executes. The Firm's advice is exclusively NON-DISCRETIONARY. The Firm never has authority to decide which securities to buy or sell, or in what amounts, without the client's specific authorization for that transaction. Clients hold their assets at broker-dealers and custodians the client independently selects. Every recommendation is a proposal: the client decides, and the client executes — either manually at the client's own broker, or by approving a specific order that is routed to the client's connected brokerage account through the Firm's third-party brokerage-connectivity provider (SnapTrade) for execution at the client's broker. The Firm transmits no order without the client's prior, order-specific approval. See Items 12, 15, and 16.

Service providers. The Firm uses unaffiliated third-party providers to deliver the Platform, including Plaid, Inc. for read-only financial-account aggregation (accounts, balances, holdings, transactions) and SnapTrade for brokerage connectivity and client-authorized order routing. See Items 10 and 12.

Wrap fee programs. The Firm does not sponsor, manage, or participate in any wrap fee program.

Assets under management. As of as-of date — coming soon, the Firm's regulatory assets under management were $RAUM — coming soon, of which $discretionary RAUM — expected $0 — coming soon was managed on a discretionary basis and $non-discretionary RAUM — coming soon on a non-discretionary basis. Because the Firm is non-discretionary, does not hold client assets, and does not provide continuous and regular supervisory or management services over client accounts within the meaning of the Form ADV instructions, its regulatory assets under management may be zero; the calculation is stated per the Form ADV Part 1A instructions.

Item 5 — Fees and Compensation

Flat subscription fees only. The Firm is compensated exclusively through flat, fixed subscription fees for its service tiers. The Firm does NOT charge asset-based fees (there is no assets-under-management fee at any tier), performance-based fees, hourly fees, wrap fees, or commissions, and it receives no compensation from the sale of securities or other investment products. There is no free tier and no free trial.

Fee schedule. Velira OS — $2,000 per year, plus a required one-time $1,000 white-glove onboarding fee covering initial setup of the client's accounts and complex assets. Velira Wealth — $3,500 per year (adds a dedicated fiduciary CFP® professional). Velira Tax — $6,000 per year (adds a dedicated CPA for personal tax planning and personal Form 1040 preparation and filing). Velira Estate — $9,500 per year (adds a dedicated Estate Planner). Each tier includes everything in the tier below it. All tiers are billed annually; the Firm does not offer monthly billing. The one-time onboarding fee applies once per client, at initial onboarding, and is not recurring.

What the fee compensates. The Velira OS fee is a fee for software access and the included onboarding service. The incremental fee for a higher tier is compensation for the personalized professional services of the dedicated CFP®, CPA, or Estate Planner, as described in Item 4, the Investment Advisory Agreement, and the Professional Services & Fiduciary Disclosure.

How fees are billed. Subscription and onboarding fees are billed through the Firm's third-party billing processor, Stripe, to the payment method the client provides. Stripe processes payments as our card processor; Velira is the seller of record and remits any applicable sales tax (via Stripe Tax when enabled). Fees are NOT deducted from, and are not calculated on the value of, any client investment or brokerage account; the Firm has no ability to withdraw fees (or anything else) from any client brokerage or custodial account.

Timing; termination; refunds. Fees are payable annually in advance. A client may terminate at any time as provided in the Investment Advisory Agreement; upon termination, any refund of prepaid, unearned fees is governed by the Agreement and the Firm's Refund & Cancellation Policy, and any refund is made to the client's payment method — never from client assets. Because fees are billed annually in advance and exceed $1,200, the financial-disclosure consequences of that prepayment structure are addressed in Item 18. counsel to confirm the proration/refund formula for prepaid annual fees on termination — coming soon.

Other costs clients pay to third parties. The Firm's fees are exclusive of, and clients separately bear, all fees and charges of the client's own broker-dealer or custodian (for example, commissions, transaction and account fees), the internal expenses of any fund a client buys (for example, ETF or mutual-fund expense ratios), and any tax-authority amounts due. The Firm receives no portion of any of these third-party charges. Clients should review their broker's fee schedule and any fund's prospectus.

Fee conflicts. Because the Firm earns flat fees rather than asset-based or transaction-based compensation, it has no financial incentive to recommend that a client invest more, trade more, or take more risk. The flat-subscription model does create an incentive to retain subscribers and to encourage upgrades to higher tiers; the Firm addresses these conflicts through its fiduciary duty, its Code of Ethics (Item 11), and the disclosure in this brochure and its Form CRS. Neither the Firm nor its supervised persons accepts compensation for the sale of securities or other investment products, so the conflicts associated with commission compensation do not apply.

Item 6 — Performance-Based Fees and Side-by-Side Management

The Firm does NOT charge performance-based fees — that is, fees based on a share of capital gains on, or capital appreciation of, client assets. Its only compensation is the flat subscription and onboarding fees described in Item 5.

Because no account is charged a performance-based fee, the Firm does not manage performance-fee accounts side-by-side with other accounts, and the conflicts of interest associated with side-by-side management do not arise.

Item 7 — Types of Clients

The Firm provides its services to retail investors — individuals and high-net-worth individuals — located in the United States. It does not currently advise institutional clients, pooled investment vehicles, or pension plans.

The Firm does not impose a minimum account size or minimum net worth as a condition of any tier. Access to a dedicated human professional depends on the client's subscription tier (Item 4), and the higher tiers begin with a consultation so the professional relationship and its written agreement are established before personalized advice is given. Because the Firm is non-discretionary and clients keep their assets at their own broker-dealers, the Firm does not open, hold, or maintain client accounts.

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

Methods of analysis. The Firm's analysis combines its software engines with, on the human tiers, the professional judgment of the client's dedicated CFP® professional. The principal methods are: (i) Monte-Carlo and survival simulation — modeling thousands of randomized market and cash-flow paths to estimate the probability that a client's plan sustains its goals over a stated horizon; (ii) asset-allocation and Investment Policy Statement analysis — translating goals, horizon, and risk tolerance into a target allocation across asset classes; (iii) tax-aware rebalancing and position-dissolution analysis — proposing trade sequences that account for realized gains and losses, holding periods, and wash-sale windows; (iv) income-sleeve sizing — estimating the allocation needed to fund a target income; and (v) real-estate and held-asset reallocation analysis — evaluating the role of real estate and other illiquid holdings in the overall plan.

Investment strategies. The Firm generally recommends long-term, diversified, asset-allocation-based strategies implemented with low-cost, broadly diversified instruments, fitted to each client's stated goals and risk tolerance. Where a client's plan includes a small, capped conviction sleeve for individual securities, that sleeve is bounded by the plan's limits and excluded from the plan's core survival math. The Firm implements nothing on a discretionary basis: the client decides whether to act on any recommendation and executes every transaction.

Model assumptions and limitations. Simulations, allocation targets, tax analyses, and income projections rest on assumptions, historical data, and client-supplied inputs that may prove wrong. Projections are probability estimates, not guarantees; actual results will differ, possibly materially. Outputs are only as good as the data behind them — including aggregated account data, which may be incomplete, delayed, or erroneous. Software tax analysis is general in nature; personal tax advice on the Velira Tax and Estate tiers comes from the client's dedicated CPA.

Use of artificial intelligence. Parts of the Platform use AI models to generate summaries, explanations, and analysis. AI output can be incomplete, outdated, or incorrect, and may not reflect every fact of a client's situation. The Firm supervises its AI-assisted outputs through model-governance controls (see Item 13 and the Part 2B supervision disclosure), AI output is always propose-only, and clients on the human tiers receive their personalized advice through their dedicated professional. See the Firm's AI Disclosure.

RISK OF LOSS. Investing in securities involves risk of loss, including loss of principal, that clients should be prepared to bear. No strategy, allocation, recommendation, or plan is guaranteed to meet its objective or be profitable, and past performance does not indicate future results. Material risks include: market risk; interest-rate and inflation risk; concentration risk (including temporary concentration during a proposed sell-down sequence); liquidity risk (real estate and private holdings may be slow or costly to sell); longevity and sequence-of-returns risk; tax risk (transactions may have unexpected tax consequences); model and data risk (assumptions or aggregated data may be wrong); execution and timing risk (because the client executes every order, prices may move between recommendation and execution); technology and third-party risk (the Platform depends on providers such as Plaid and SnapTrade and on the client's own broker); and cybersecurity risk. The client is responsible for every investment decision the client elects to make.

Item 9 — Disciplinary Information

Registered investment advisers must disclose all material facts about any legal or disciplinary event that would be material to a client's or prospective client's evaluation of the adviser or the integrity of its management.

Neither the Firm nor any of its management persons has any legal or disciplinary event to report. confirm "none" against the firm and management persons' CRD/IAPD records before filing — coming soon.

Item 10 — Other Financial Industry Activities and Affiliations

Neither the Firm nor any of its management persons is registered, or has an application pending to register, as a broker-dealer or as a registered representative of a broker-dealer.

Neither the Firm nor any of its management persons is registered, or has an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of any of the foregoing.

The Firm's dedicated professionals include CFP® professionals, CPAs, and estate planners; the CPA and estate-planning services described in Item 4 are professional services delivered under the client's subscription, within each profession's licensing limits, and are disclosed here because they are related to the Firm's advisory business. Where estate services involve drafting legal documents or legal advice, that work is performed by or under the supervision of a licensed attorney in the client's jurisdiction.

The Firm uses unaffiliated service providers — including Plaid (account aggregation), SnapTrade (brokerage connectivity and client-authorized order routing), and Stripe (billing, as our card processor) — none of which is affiliated with the Firm; the Firm receives no compensation from them for client transactions or referrals. The Firm does not select or recommend other investment advisers for clients in exchange for compensation. confirm any affiliated entities, related-person relationships, or outside business activities of management persons — coming soon.

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

The Firm has adopted a written Code of Ethics under Advisers Act Rule 204A-1 setting the standard of business conduct required of all supervised persons, grounded in the Firm's fiduciary duty to place client interests first. Any client or prospective client may obtain a copy of the Code of Ethics on request to legal@velirafinance.com.

The Code covers, among other things: protection of material non-public information and confidential client data; personal-securities-trading reporting by access persons, with pre-clearance where applicable; prohibitions on trading on client information or front-running recommendations; gifts and entertainment limits; and outside business activities.

The Firm does not trade as principal with clients, does not effect agency cross transactions, and does not recommend to clients securities in which the Firm or a related person has a material financial interest. Because recommendations are frequently in broadly held, diversified instruments (for example, index ETFs), the Firm and its supervised persons may own the same instruments they recommend. That conflict is addressed by the Code: client interests come first, personal trading by access persons is reported and reviewed, and misuse of client information is prohibited.

Item 12 — Brokerage Practices

Client-directed brokerage. Every client selects and maintains the client's own brokerage account(s) at broker-dealers the client chooses. The Firm does not require or recommend a particular broker-dealer, does not open accounts for clients, and does not negotiate commission rates on a client's behalf. Clients may pay more or less at their chosen broker than would be available elsewhere and are responsible for evaluating their broker's services and costs.

Client-authorized order routing (SnapTrade). Where a client connects a supported brokerage account through SnapTrade, the client may implement a recommendation by approving a specific order, which is then routed to the client's own brokerage account for execution by the client's broker. No order is transmitted without the client's prior, order-specific approval. This is a convenience for client-initiated execution only: it gives the Firm no discretionary authority, no custody, and no ability to withdraw or transfer client assets. A client can always implement any recommendation manually instead.

Research and soft dollars. The Firm does not receive research, products, or services from any broker-dealer or third party in connection with client transactions (no "soft dollar" arrangements).

Brokerage for client referrals; directed brokerage. The Firm does not direct client brokerage in exchange for referrals and receives no compensation from any broker-dealer or from SnapTrade for client transactions.

Order aggregation. Because each client individually authorizes and executes orders at the client's own broker, the Firm does not aggregate or "bunch" orders across clients.

Best execution. Because brokerage is client-directed and executed by the client's own broker-dealer, the Firm does not control execution quality or cost. Clients should understand that their chosen broker is responsible for executing their orders and that execution quality varies among broker-dealers.

Item 13 — Review of Accounts

Software review (all tiers). The Platform continuously refreshes each client's plan, allocation, and analyses from the information the client provides and, where authorized, from updated connected-account data. Clients can re-run any analysis and consult the Platform at any time.

Professional review (Velira Wealth, Tax, and Estate). Clients on the human tiers receive ongoing review by their dedicated CFP® professional — including portfolio-drift and rebalancing review, plan maintenance, and re-evaluation on material changes the client reports (income, goals, risk tolerance), on significant market events, and at the cadence agreed with the client. On Velira Tax, the dedicated CPA additionally reviews the client's tax position year-round and at filing. On Velira Estate, the dedicated Estate Planner reviews legacy structure, titling, and beneficiary alignment. confirm the standard review cadence and triggers for the professional tiers — coming soon.

Reports. Clients receive their plans, analyses, and recommendations through the Platform, and clients on the human tiers also receive their professional's written recommendations there. The Firm does not produce custodial statements; clients receive account statements directly from their own broker-dealers and custodians and should review them and compare them with the information shown in the Platform.

Item 14 — Client Referrals and Other Compensation

The Firm receives no economic benefit from any non-client third party for providing advisory services to its clients — no payments from brokers, custodians, fund sponsors, technology providers, or product issuers.

The Firm does not currently compensate anyone — supervised person or third party — for client referrals, endorsements, or testimonials. If the Firm ever adopts such an arrangement, it will do so in compliance with the Marketing Rule (Advisers Act Rule 206(4)-1), including required disclosures, written agreements, and oversight, and will amend this brochure. confirm no referral/endorsement/testimonial arrangements exist at filing — coming soon.

Item 15 — Custody

The Firm does NOT have custody of client funds or securities. All client assets are held at broker-dealers and custodians the client independently selects. The Firm cannot withdraw, transfer, or hold client assets; it holds no standing letters of authorization to move client money; and it does not deduct its fees from client accounts — fees are billed to the client's payment method through Stripe, the merchant of record (Item 5).

The SnapTrade connection routes only orders the client has specifically approved, for execution at the client's own broker; it provides the Firm no ability to access, hold, or move client assets.

Clients receive account statements directly from their broker-dealers and custodians and should review them carefully, comparing them against the information shown in the Platform. counsel to confirm no aspect of the SnapTrade integration or billing flow constitutes custody under Rule 206(4)-2 — coming soon.

Item 16 — Investment Discretion

The Firm does not have, accept, or exercise discretionary authority over any client account, and does not accept a power of attorney or trading authorization from any client. The client retains sole authority over every investment decision. The Firm's recommendations — whether generated by the Platform or delivered by the client's dedicated professional — take effect only if and when the client chooses to act, and the client authorizes and executes (or specifically approves for routing) every transaction.

Item 17 — Voting Client Securities

The Firm does NOT accept authority to vote client securities. Clients retain the right and responsibility to vote their own proxies and to respond to corporate actions (tender offers, mergers, class actions, and similar events), and receive those materials directly from their broker-dealer, custodian, or transfer agent.

The Firm will not take action on, and does not provide advice about, particular proxy votes or legal proceedings involving securities in client accounts. A client with a general educational question may contact the Firm at legal@velirafinance.com, but the decision and the vote remain the client's.

Item 18 — Financial Information

An investment adviser must disclose certain financial information if it requires or solicits prepayment of more than $1,200 in fees per client six months or more in advance, has discretionary authority or custody of client assets, or has a financial condition reasonably likely to impair its ability to meet contractual commitments to clients.

The Firm has no discretionary authority and no custody of client funds or securities. Because the Firm bills its flat subscription fees annually in advance and each tier's annual fee exceeds $1,200, the Firm counsel to determine whether annual advance billing constitutes prepayment of more than $1,200 six or more months in advance; if so, attach the required balance sheet or restructure billing — coming soon.

The Firm is not aware of any financial condition reasonably likely to impair its ability to meet its contractual commitments to clients, and it has not been the subject of a bankruptcy petition at any time. confirm financial-condition and bankruptcy statements at filing — coming soon.

Item 19 — Requirements for State-Registered Advisers

This Item applies only if counsel determines the Firm registers with one or more state securities authorities rather than with the SEC. registration basis — SEC vs. state — to be determined by counsel; if SEC-registered, this Item is not applicable and will state so — coming soon.

If state-registered, this Item will identify each principal executive officer and management person of the Firm and describe their formal education and business background principal officers' education and business background — see Form ADV Part 2B — coming soon; describe the other business in which the Firm engages, if any other business activities — coming soon; explain that the Firm is not compensated with performance-based fees (see Item 6); disclose any arbitration award or other proceeding of the kinds enumerated in this Item involving the Firm or a management person (none confirm — coming soon); and disclose any relationship with an issuer of securities (none confirm — coming soon).