Supplemental Prospectus (Form 424B3)

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-277103

CNL STRATEGIC CAPITAL, LLC

SUPPLEMENT NO. 5 DATED FEBRUARY 21, 2025
TO THE PROSPECTUS DATED NOVEMBER 1, 2024

We are providing this Supplement No. 5 to you in order to supplement our prospectus dated November 1, 2024 (as supplemented to date, the "Prospectus"). This supplement provides information that shall be deemed part of, and must be read in conjunction with, the Prospectus. Capitalized terms used in this supplement have the same meanings in the Prospectus unless otherwise stated herein. The terms "we," "our," "us" and "Company" refer to CNL Strategic Capital, LLC.

Before investing in our shares, you should read the entire Prospectus and this supplement, and consider carefully our investment objectives, risks, fees and expenses. You should also carefully consider the information disclosed in the section of the Prospectus captioned "Risk Factors" before you decide to invest in our shares.

The purpose of this supplement is to disclose the following:

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the adjusted per share public offering price for each class of our shares;

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information about our distributions;

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the Company's net asset value for the month ended January 31, 2025;

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certain return information for all outstanding classes of shares; and

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an update to the "Our Portfolio" section.

Public Offering Price Adjustment

On February 21, 2025, the board of directors (the "Board") approved the new per share public offering price for each share class in this offering. The new public offering prices will be effective as of February 27, 2025 and will be used for the Company's next monthly closing for subscriptions on February 28, 2025. As of the date of this supplement, all references throughout the Prospectus to the per share public offering price for each share class available in this offering are hereby updated to reflect the new per share public offering prices stated in the table below. The purchase price for Class A, Class T, Class D, and Class I shares purchased under our distribution reinvestment plan will be equal to the net asset value per share for each share class as of January 31, 2025. The following table provides the new public offering prices and applicable upfront selling commissions and dealer manager fees for each share class available in this offering:

		Class A		Class T		Class D		Class I
Public Offering Price, Per Share		$38.89		$37.39		$35.32		$36.01
Selling Commissions, Per Share		$2.33		$1.12
Dealer Manager Fees, Per Share		$0.98		$0.66

We have also posted this information on our website at www.cnlstrategiccapital.com. A subscriber may also obtain this information by calling us by telephone at (866) 650-0650.

Declaration of Distributions

The following table supplements the section entitled "Distribution Policy" which begins on page 55 of this Prospectus. On February 21, 2025, the Board declared cash distributions on the outstanding shares of all classes of our common shares based on a monthly record date, as set forth below:

Distribution Record Date

Distribution Payment Date

Declared Distribution Per Share for Each Share Class

Class FA

Class A

Class T

Class D

Class I

Class S

March 26, 2025

March 27, 2025

$0.104167

$0.104167

$0.083333

$0.093750

$0.104167

$0.104167

Determination of Net Asset Value for Outstanding Shares for the month ended January 31, 2025

On February 21, 2025, the Board determined the Company's net asset value per share for each share class in a manner consistent with the Company's valuation policy, as described under "Determination of Net Asset Value" in this Prospectus. This table provides the Company's aggregate net asset value and net asset value per share for its Class FA, Class A, Class T, Class D, Class I, and Class S shares as of January 31, 2025 (in thousands, except per share data):

Month Ended January 31, 2025		Class FA		Class A		Class T		Class D		Class I		Class S		Total
Net Asset Value		$158,646		$295,194		$88,759		$108,892		$518,867		$68,535		$1,238,893
Number of Outstanding Shares		4,017		8,296		2,493		3,083		14,407		1,712		34,008
Net Asset Value, Per Share		$39.49		$35.58		$35.61		$35.32		$36.01		$40.03
Net Asset Value, Per Share Prior Month		$39.55		$35.68		$35.72		$35.42		$36.12		$40.09
Increase/Decrease in Net Asset Value, Per Share from Prior Month		($0.06)		($0.10)		($0.11)		($0.10)		($0.11)		($0.06)

The increase in the Company's net asset value per share for each applicable share class for the month ended January 31, 2025 was primarily driven by the increases in the fair value of ten out of sixteen of the Company's portfolio company investments. The fair value of six of the Company's portfolio company investments decreased during the same period. As of January 31, 2025, the Company had total assets of approximately $1.25 billion.

Return Information

The following table illustrates year-to-date ("YTD"), trailing 12 months ("1-Year Return"), 3-Year Return, 5-Year Return, Annualized Return Since Inception, and cumulative total returns through January 31, 2025 ("Cumulative Total Return"), with and without upfront sales load, as applicable:

		YTD Return(1)		1-Year Return(2)		3-Year Return(3)		5-Year Return(4)		Annualized Return Since Inception(5)		Cumulative Total Return(5)		Cumulative Return Period
Class FA (no sales load)		0.1%		11.0%		32.0%		71.0%		10.9%		105.7%		February 7, 2018 - January 31, 2025
Class FA (with sales load)		-6.4%		3.8%		23.4%		59.9%		9.8%		92.3%		February 7, 2018 - January 31, 2025
Class A (no sales load)		0.0%		10.0%		28.2%		62.4%		9.8%		89.5%		April 10, 2018 - January 31, 2025
Class A (with sales load)		-8.5%		0.7%		17.3%		48.6%		8.4%		73.4%		April 10, 2018 - January 31, 2025
Class I		0.0%		9.7%		27.9%		62.5%		10.0%		91.1%		April 10, 2018 - January 31, 2025
Class T (no sales load)		-0.1%		9.1%		26.1%		55.7%		8.9%		77.1%		May 25, 2018 - January 31, 2025
Class T (with sales load)		-4.8%		3.9%		20.1%		48.3%		8.1%		68.6%		May 25, 2018 - January 31, 2025
Class D		0.0%		9.7%		27.8%		60.3%		9.3%		79.8%		June 26, 2018 - January 31, 2025
Class S (no sales load)		0.1%		11.0%		33.7%		N/A		12.1%		73.7%		March 31, 2020 - January 31, 2025
Class S (with sales load)		-3.4%		7.1%		29.0%		N/A		11.3%		67.6%		March 31, 2020 - January 31, 2025

⁽¹⁾ For the period from January 1, 2024 through January 31, 2025.

⁽²⁾ For the period from February 1, 2024 through January 31, 2025.

⁽³⁾ For the period from February 1, 2022 through January 31, 2025.

⁽⁴⁾ For the period from February 1, 2020 through January 31, 2025.

⁽⁵⁾ For the period from the date the first share was issued for each respective share class through January 31, 2025. The Annualized Return Since Inception captures the average annual performance over the return period. It is calculated as a geometric average, meaning it captures the effects of compounding over time.

Total return is calculated for each share class as the change in the net asset value for such share class during the period and assuming all distributions are reinvested. The Company's performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. For details regarding applicable sales load, please see the "Plan of Distribution" section in the Company's Prospectus. Class I and Class D shares have no upfront sales load.

For the month ended January 31, 2025, sources of declared distributions on a GAAP basis were as follows:

		Month Ended January 31, 2025
		Amount (in 000s)				% of Total Distributions Declared
Net investment income1		$	2,236				65.3	%
Distributions in excess of net investment income2			1,190				34.7	%
Total distributions declared		$	3,426				100.0	%

Cash distributions net of distributions reinvested during the period presented were funded from the following sources:

		Month Ended January 31, 2025
		Amount (in 000s)				% of Cash Distributions Net of Distributions Reinvested
Net investment income before expense support (reimbursement)		$	2,234				130.1	%
Expense support (reimbursement)			2				0.1	%
Net investment income		$	2,236				130.2	%
Cash distributions net of distributions reinvested in excess of net investment income2			⸺				⸺	%
Cash distributions net of distributions reinvested3		$	1,717				100.0	%

1

Net investment income includes expense support, net due from the Manager and Sub-Manager of $2 for the month ended January 31, 2025.

2

Consists of distributions made from offering proceeds for the period presented.

3

For the month ended January 31, 2025, excludes $1,709 of distributions reinvested pursuant to our distribution reinvestment plan.

For the years ended December 31, 2024, 2023, 2022, 2021, 2020, 2019, and 2018 distributions were paid from multiple sources and these sources included net investment income before expense support of 55.6%, 76.9%, 76.3%, 65.2%, 42.3%, 61.7%, and 85.2%, reimbursable expense support of 0.1%, 0.0%, 0.0%, 0.0%, 33.2%, 23.5% and 11.1%, and offering proceeds of 44.3%, 23.1%, 23.7%, 34.8%, 24.5%, 14.8% and 3.7%, respectively. If the Company receives additional expense support now or in the future, it will be required to repay expense support to the Manager and Sub-Manager in future periods which may reduce future income available for distributions. For additional information regarding sources of distributions, please see the annual and quarterly reports the Company files with the Securities and Exchange Commission. We have also posted this information on our website at www.cnlstrategiccapital.com. A subscriber may also obtain this information by calling us by telephone at (866) 650-0650. The calculation of the Company's net asset value is a calculation of fair value of the Company's assets less the Company's outstanding liabilities.

Our Portfolio

The following disclosure is added as new paragraph in the sub-section entitled "Growth Opportunities" under the section "Clarion Safety Systems" contained within the "Our Portfolio" section, which appears on page 97 of the Prospectus.

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In February 2025, we made an additional equity investment in Clarion of approximately $13.5 million for Clarion's acquisition of McLoone Metal Graphics. Founded in 1954 and headquartered in La Crosse, WI, McLoone manufactures metal nameplates/ID plates and flexible labels utilized by Original Equipment Manufacturers and other suppliers in a variety of end markets. McLoone's products complement Clarion's products and services for its customers' industrial safety needs.

The following disclosure is added as an updated section "Financing Line of Credit" within the "Our Portfolio" section, which first appears on page 97 of the Prospectus.

Financing Line of Credit

On February 15, 2025, CNL Strategic Capital B, Inc. ("Borrower"), a wholly-owned subsidiary of the Company and Valley National Bank, a Tennessee banking corporation, (referred to as "Valley National Bank") entered into a First Amendment ("First Amendment") to the Loan and Security Agreement (the "Loan Agreement") previously entered into by such parties for a fifty million dollar ($50.0 million) revolving line of credit (the "Line of Credit"). Under the First Amendment, in the sole and absolute discretion of Valley National Bank, the Line of Credit may be increased to a maximum commitment amount of one hundred million dollars ($100 million). If increased, the additional commitment amount will be subject to a commitment fee of twenty-five hundredths of one percent (0.25%) on such an increased Line of Credit amount if utilized. Under the First Amendment, unless further extended, the Line of Credit has a new maturity date of February 15, 2026. In connection with the Line of Credit, the Borrower previously paid a commitment fee to Valley National Bank of one hundred and twenty-five thousand dollars ($125,000) plus Valley National Bank expenses associated with the Line of Credit. In connection with the First Amendment, the Borrower paid an additional commitment fee to Valley National Bank of one hundred and twenty-five thousand dollars ($125,000). The Borrower is required to pay interest on any borrowed amounts under the Line of Credit at a rate per year equal to the 1-Month Term secured overnight financing rate ("SOFR") plus 2.75%. Interest payments are due on the first calendar day of the month in arrears.

Furthermore, the Borrower is required to pay a quarterly unused borrowing fee at an annual rate of fifteen hundredths of one percent (0.15%) on the difference between (i) the fifty million dollar Line of Credit amount and (ii) the aggregate average daily balance of outstanding borrowings under the Line of Credit during such quarter. The Borrower may prepay, without penalty, all or any part of the borrowings under the Loan Agreement at any time and such borrowings are required to be repaid within one hundred and eighty (180) days of the borrowing date. Under the Loan Agreement, the Company is required to comply with certain covenants including the requirement to provide certain financial and compliance reports to Valley National Bank and restrictions on incurring certain levels of additional debt by the Company. In connection with the Line of Credit, the Company previously entered into a Guaranty agreement to act as a guarantor of the Borrower's outstanding borrowings under the Loan Agreement (the "Guaranty Agreement") and the Borrower and the Company also entered into a pledge and assignment of bank and deposit accounts ("Pledge Agreement") in favor of Valley National Bank. Under the Pledge Agreement, the Company is required to maintain accounts with Valley National Bank, including to contribute proceeds from the Company's offering, as a pledge of collateral to pay down the outstanding debt to the extent there are any borrowings outstanding under the Loan Agreement.