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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): April 30, 2026

 

CNL STRATEGIC CAPITAL, LLC

(Exact name of registrant as specified in its charter)

 


 

delaware   000-56162   32-0503849

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

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:

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   N/A   N/A

 

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 5.07Submission of Matters to a Vote of Security Holders

 

On April 30, 2026, CNL Strategic Capital, LLC (the “Company”) reconvened its special meeting of shareholders (the “Special Meeting”) at which a quorum was present in person or by proxy. The Special Meeting was initially called to order on March 30, 2026, and was adjourned on such date until April 30, 2026.

 

The proposals are described in detail in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission (“SEC”) on January 29, 2026. As of January 27, 2026, the record date for the determination of shareholders entitled to notice of, and to vote at, the Special Meeting, 36,307,994 shares of limited liability company interests (the “shares”) were eligible to be voted, and 20,000,412 of those shares were voted in person or by proxy at the reconvened Special Meeting on April 30, 2026. At the Special Meeting, the Company’s shareholders voted on a total of one proposal, as identified below, which was described in the Company’s Proxy Statement.

 

The following are the voting results on the proposal considered and voted upon at the Special Meeting.

 

Proposal 2: Approval of any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the enhanced liquidity plan proposal:

 

For   Against   Withheld
18,490,603   566,537   943,272

 

The Company adjourned the Special Meeting with respect to Proposal No. 1, the Enhanced Liquidity Plan proposal, to permit additional time to solicit shareholder votes. The reconvened Special Meeting will be held on May 27, 2026, at 2:00 p.m., Eastern Time, at the principal offices of the Company located at CNL Center at City Commons, Tower I, 450 South Orange Avenue, Orlando, Florida, 32801. Valid proxies submitted prior to the reconvened Special Meeting on April 30, 2026, will continue to be valid for the proposal to be considered at the reconvened Special Meeting, unless properly changed or revoked prior to votes being taken at the reconvened Special Meeting. The record date of January 27, 2026, will remain the same for the reconvened Special Meeting.

 

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,” “will,” “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, the economy and the broader financial markets, which may have a significant negative impact on the Company's (and its businesses) financial condition, results of operations, cash flows and net asset value per share 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, 2025 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.

         
Date: May 4, 2026    

CNL Strategic Capital, LLC

a Delaware limited liability company

 
         
    By: /s/ Chirag J. Bhavsar  
     

Chirag J. Bhavsar

Chief Executive Officer