As filed with the Securities and Exchange Commission on April 18, 2024
Registration Statement No. 333-253295
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
POST-EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
______________________
CNL STRATEGIC CAPITAL, LLC
(Exact name of registrant as specified in governing instruments)
______________________
Delaware (State or other jurisdiction of incorporation or organization) | 3990 (Primary Standard Industrial Classification Number) | 32-0503849 (I.R.S. Employer Identification Number) |
CNL Strategic Capital, LLC
450 South Orange Avenue
Orlando, Florida 32801
Tel (407) 650-1000
(Address, including Zip Code, and Telephone Number, including
Area Code, of Registrant’s Principal Executive Offices)
Chirag J. Bhavsar
Chief Executive Officer
450 South Orange Avenue
Orlando, Florida 32801
Tel (407) 650-1000
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
Copies to:
Jay L. Bernstein, Esq. Clifford R. Cone, Esq. | Robert H. Bergdolt, Esq. DLA Piper LLP (US) 4141 Parklake Avenue, Suite 300 Raleigh, North Carolina 27612-2350 Tel (919) 786-2000 |
______________________
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ Registration Statement No. 333-253295
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒
| Smaller reporting company ☒
|
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 7(a)(2)(B) of the Securities Act. ☐ | |||
| |||
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 to the Registration Statement on Form S-1 (No. 333-253295) is filed pursuant to Rule 462(d) solely to add exhibits not previously filed with respect to such Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
| (a) | Exhibits: The following exhibits are filed as part of this registration statement: |
Exhibit Number | Description |
| 23.3* | Consent of Ernst & Young LLP |
| * | Filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on April 18, 2024.
| CNL Strategic Capital, LLC | ||
| By: | /s/ Chirag J. Bhavsar Name: Chirag J. Bhavsar Title: Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
| * | ||
| James M. Seneff, Jr. | Chairman of the Board | April 18, 2024 |
| /s/ Chirag J. Bhavsar | ||
| Chirag J. Bhavsar | Chief Executive Officer (Principal Executive Officer) | April 18, 2024 |
| * | ||
| Tammy J. Tipton | Chief Financial Officer (Principal Accounting and Financial Officer) | April 18, 2024 |
| * | ||
| Arthur E. Levine | Director | April 18, 2024 |
* | ||
| Mark D. Linsz | Director | April 18, 2024 |
| * | ||
| Benjamin A. Posen | Director | April 18, 2024 |
| * | ||
| Robert J. Woody | Director | April 18, 2024 |
| * By: | /s/ Chirag J. Bhavsar | |
| Chirag J. Bhavsar | ||
| Attorney-in-Fact |
