UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 31, 2019

CNL STRATEGIC CAPITAL, LLC

(Exact name of registrant as specified in its charter)

CNL Center at City Commons

450 South Orange Avenue

Orlando, Florida 32801

(Address of Principal Executive Offices; Zip Code)

Registrant’s telephone number, including area code: (407) 650-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 3.02 Unregistered Sales of Equity Securities.

In April and July 2019, the CNL Strategic Capital, LLC (the ”Company”) launched separate Class FA private offerings of up to $50 million each of Class FA common shares (the “Class FA Private Offering” and the “Follow-On Class FA Private Offering”, respectively) exempt from the registration requirements pursuant to Rule 506(c) under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). The Class FA shares are offered through the Company’s placement agent, CNL Securities Corp., a registered broker dealer and an affiliate of CNL Strategic Capital Management, LLC.

Through the Class FA Private Offering, from October 1, 2019 until December 31, 2019, the Company issued 108,183 Class FA shares as of October 31, 2019, issued 52,995 Class FA shares as of November 27, 2019, and issued 473,364 Class FA Shares as of December 31, 2019 for an aggregate purchase price of $17,416,272. There was no selling commission or placement agent fee for the sale of Class FA shares sold in the Class FA Private Offering.

Through the Follow-On Class FA Private Offering, from October 1, 2019 until December 31, 2019, the Company issued 9,623 Class FA shares as of October 31, 2019, issued 1,232 Class FA shares as of November 27, 2019, and issued 11,537 Class FA Shares as of December 31, 2019 for an aggregate purchase price of $630,000. Under the Follow-On Class FA Private Offering, the Company pays the Placement Agent a selling commission of up to 5.5% and placement agent fee of up to 3.0% of the sale price for each Class FA share sold in the Follow-On Class FA Private Offering except as a fee waiver may apply. From October 1, 2019 until December 31, 2019, the Company paid the placement agent an aggregate total selling commission and placement agent fee of $16,250.

Cautionary Note Regarding Forward-Looking Statements

Statements in this Current Report on Form 8-K, including intentions, beliefs, expectations or projections relating to the items described herein, are forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on the beliefs and assumptions of the Company’s management and on the information currently available to management at the time of such statements. Forward-looking statements generally can be identified by the words “believes,” “expects,” “intends,” “plans,” “estimates” or similar expressions that indicate future events. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond the Company’s control. Any forward-looking statement made by us in this Current Report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. Important risks, uncertainties and factors that could cause actual results to differ materially from those in the forward-looking statements include the risks associated with the Company’s ability to pay distributions and the sources of such distribution payments, the Company’s ability to locate and make suitable investments, and other risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and the other documents filed by the Company with the Securities and Exchange Commission.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.