{"schema_version":"secwatch.filing_event.v1","accession":"0001999371-26-011900","form_type":"8-K","ticker":null,"cik":"0001684682","company_name":"CNL Strategic Capital, LLC","filed_at":"2026-06-02T20:04:39+00:00","discovered_at":"2026-06-02T20:06:00.364417+00:00","generated_at":"2026-06-02T20:06:19.525889+00:00","sec_items":["1.01","2.03","5.07","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Shareholders reject enhanced liquidity plan (25% repurchase); loan amended for equity buybacks","bullets":["Enhanced liquidity plan for repurchase of up to 25% of shares failed; required 2/3 of outstanding shares, received 20.1M for vs 510k against, 925k withheld (21.5M voted).","Company will maintain existing share repurchase program at up to 10% of NAV per year; states program has met all requests to date.","Third Amendment to $50M revolver with Valley National Bank extends maturity to August 15, 2026; bank may increase line to $100M.","Loan now permits equity repurchases up to 90% of trailing six months' new net investment proceeds; $62,500 amendment fee paid.","Board will continue evaluating capital-raising options beyond the continuous public offering (expires November 1, 2027)."],"urls":{"canonical":"https://secwatch.observer/filing/0001999371-26-011900","json":"https://secwatch.observer/filing/0001999371-26-011900.json","markdown":"https://secwatch.observer/filing/0001999371-26-011900.md","text":"https://secwatch.observer/filing/0001999371-26-011900.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1684682/000199937126011900/0001999371-26-011900-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1684682/000199937126011900/cnl-8k_052726.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-02T20:06:19.525889+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"a1e0dd7739b6576e82853d2faeed9fa31b81be18","claim":"CNL Strategic Capital, LLC amended Third Amendment with Valley National Bank (effective 2026-05-29).","evidence_excerpt":"On May 29, 2026, CNL Strategic Capital B, Inc. (the “Borrower”), a wholly-owned subsidiary of CNL Strategic Capital, LLC (the “Company”), and Valley National Bank, a Tennessee banking corporation (referred to as “Valley National Bank”), entered into a Third Amendment (the “Third Amendment”) to the Loan and Security Agreement, as amended (the “Loan Agreement”), previously entered into by such parties for a $50.0 million revolving line of credit (the “Line of Credit”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1684682/000199937126011900/0001999371-26-011900-index.htm","confidence":0.95},{"claim_id":"8ccc4b601b7b3833defd148005e4f0a449e87d10","claim":"CNL Strategic Capital, LLC shareholders rejected Approval of an enhanced liquidity plan under which the Company undertakes to repurchase from shareholders during the first four full calendar quarters following the approval of this proposal at the 2026-05-27 meeting.","evidence_excerpt":"Proposal 1: Approval of an enhanced liquidity plan under which the Company undertakes to repurchase from shareholders during the first four full calendar quarters following the approval of this proposal (the “enhanced liquidity period”) up to a requested liquidity percentage to be established following the approval of this proposal. This proposal was not passed, with voting results as follows: For Against Withheld 20,122,701 510,255 925,448","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1684682/000199937126011900/0001999371-26-011900-index.htm","confidence":0.95}],"comparable_filings":[{"accession":"0001193125-26-252718","ticker":"QMCO","company_name":"QUANTUM CORP /DE/","filed_at":"2026-06-02T14:41:23+00:00","headline":"Quantum raises $100M equity, converts all convertible notes to equity; Q4 revenue above guidance","event_type":"other_material","sec_items":["1.01","2.02","2.03","3.02","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 2.03, 8.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-252718","json":"https://secwatch.observer/filing/0001193125-26-252718.json","markdown":"https://secwatch.observer/filing/0001193125-26-252718.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/709283/000119312526252718/0001193125-26-252718-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/709283/000119312526252718/d35173d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On May 29, 2026, CNL Strategic Capital B, Inc. (the “Borrower”), a wholly-owned subsidiary of CNL Strategic Capital, LLC (the “Company”), and Valley National Bank, a Tennessee banking corporation (referred to as “Valley National Bank”), entered into a Third Amendment (the “Third Amendment”) to the Loan and Security Agreement, as amended (the “Loan Agreement”), previously entered into by such parties for a $50.0 million revolving line of credit (the “Line of Credit”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1684682/000199937126011900/0001999371-26-011900-index.htm","comparable_excerpt":"In connection with the Private Placement, the Company entered into Registration Rights Agreements with the Investors, dated as of June 1, 2026 (the “PIPE Registration Rights Agreement”), pursuant to which the Company has agreed to (i) prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the Common Stock sold in the Private Placement within 45 days of the closing of the Private Placement, (ii) use commercially reasonable efforts to have such registration statement declared effective within the time period set forth in the PIPE Registration Rights Agreement, and to keep such registration statement effective until the date that all registrable securities covered by such registration statement (a) have been sold, thereunder or pursuant to Rule 144, or (b) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for 1 the Company to be in compliance with the current public i","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/709283/000119312526252718/0001193125-26-252718-index.htm"}},{"accession":"0001213900-26-063832","ticker":"USAR","company_name":"USA Rare Earth, Inc.","filed_at":"2026-06-02T13:14:30+00:00","headline":"USA Rare Earth selects South Carolina for $1.2B magnet facility; 490 jobs, 6,400 tpa capacity","event_type":"other_material","sec_items":["1.01","2.03","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 2.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-063832","json":"https://secwatch.observer/filing/0001213900-26-063832.json","markdown":"https://secwatch.observer/filing/0001213900-26-063832.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1970622/000121390026063832/0001213900-26-063832-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1970622/000121390026063832/ea0293127-8k_usarare.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On May 29, 2026, CNL Strategic Capital B, Inc. (the “Borrower”), a wholly-owned subsidiary of CNL Strategic Capital, LLC (the “Company”), and Valley National Bank, a Tennessee banking corporation (referred to as “Valley National Bank”), entered into a Third Amendment (the “Third Amendment”) to the Loan and Security Agreement, as amended (the “Loan Agreement”), previously entered into by such parties for a $50.0 million revolving line of credit (the “Line of Credit”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1684682/000199937126011900/0001999371-26-011900-index.htm","comparable_excerpt":"On June 1, 2026, USA Rare Earth, Inc. (the “Company”) entered into a Lease Agreement (the “Lease”) with TC Liberty Development, LLC, a Delaware limited liability company (“Landlord”), for the lease of a to-be-constructed specialty rare earth magnet manufacturing facility located on Bear Den Road in Blacksburg, Cherokee County, South Carolina (the “Premises”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1970622/000121390026063832/0001213900-26-063832-index.htm"}},{"accession":"0001193125-26-251791","ticker":"KRMN","company_name":"Karman Holdings Inc.","filed_at":"2026-06-01T21:28:29+00:00","headline":"Selling stockholders price upsized secondary offering of 14M shares at $61/share for ~$854M gross proceeds","event_type":"other_material","sec_items":["1.01","7.01","8.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 8.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251791","json":"https://secwatch.observer/filing/0001193125-26-251791.json","markdown":"https://secwatch.observer/filing/0001193125-26-251791.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2040127/000119312526251791/0001193125-26-251791-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2040127/000119312526251791/d117104d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On May 29, 2026, CNL Strategic Capital B, Inc. (the “Borrower”), a wholly-owned subsidiary of CNL Strategic Capital, LLC (the “Company”), and Valley National Bank, a Tennessee banking corporation (referred to as “Valley National Bank”), entered into a Third Amendment (the “Third Amendment”) to the Loan and Security Agreement, as amended (the “Loan Agreement”), previously entered into by such parties for a $50.0 million revolving line of credit (the “Line of Credit”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1684682/000199937126011900/0001999371-26-011900-index.htm","comparable_excerpt":"On May 28, 2026, Karman Holdings Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the persons named in Schedule II thereto (the “Selling Stockholders”) and Citigroup Global Markets Inc. and Evercore Group L.L.C., as the underwriters (the “Underwriters”), pursuant to which the Selling Stockholders agreed to sell 14,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) at a public offering price of $61.00 per share (the “Offering Price”), less underwriting discounts and commissions (the “Offering”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2040127/000119312526251791/0001193125-26-251791-index.htm"}},{"accession":"0001493152-26-026914","ticker":null,"company_name":"Orgenesis Inc.","filed_at":"2026-06-02T21:26:42+00:00","headline":"Orgenesis shareholders approve 10x increase in authorized shares to 150M and convertible loan deal","event_type":"other_material","sec_items":["5.03","5.07","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: shareholder_vote","same SEC item: 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-026914","json":"https://secwatch.observer/filing/0001493152-26-026914.json","markdown":"https://secwatch.observer/filing/0001493152-26-026914.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1460602/000149315226026914/0001493152-26-026914-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1460602/000149315226026914/form8-k.htm"},"side_by_side_evidence":{"fact_type":"shareholder_vote","source_excerpt":"Proposal 1: Approval of an enhanced liquidity plan under which the Company undertakes to repurchase from shareholders during the first four full calendar quarters following the approval of this proposal (the “enhanced liquidity period”) up to a requested liquidity percentage to be established following the approval of this proposal. This proposal was not passed, with voting results as follows: For Against Withheld 20,122,701 510,255 925,448","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1684682/000199937126011900/0001999371-26-011900-index.htm","comparable_excerpt":"Proposal 3. Ratification of Auditors The approval of the ratification of the appointment of Kesselman & Kesselman C.P.A.s, a member firm of PricewaterhouseCoopers International Limited, as our independent registered public accounting firm for the fiscal year ending December 31, 2025: For Against Abstain 6,400,038 14,552 1,141","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1460602/000149315226026914/0001493152-26-026914-index.htm"}},{"accession":"0001193125-26-252407","ticker":"FLY","company_name":"Firefly Aerospace Inc.","filed_at":"2026-06-02T10:21:08+00:00","headline":"Firefly Aerospace prices secondary offering of 12M shares at $48.00 per share","event_type":"other_material","sec_items":["1.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-252407","json":"https://secwatch.observer/filing/0001193125-26-252407.json","markdown":"https://secwatch.observer/filing/0001193125-26-252407.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1860160/000119312526252407/0001193125-26-252407-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1860160/000119312526252407/d156539d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On May 29, 2026, CNL Strategic Capital B, Inc. (the “Borrower”), a wholly-owned subsidiary of CNL Strategic Capital, LLC (the “Company”), and Valley National Bank, a Tennessee banking corporation (referred to as “Valley National Bank”), entered into a Third Amendment (the “Third Amendment”) to the Loan and Security Agreement, as amended (the “Loan Agreement”), previously entered into by such parties for a $50.0 million revolving line of credit (the “Line of Credit”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1684682/000199937126011900/0001999371-26-011900-index.htm","comparable_excerpt":"On May 28, 2026, in connection with the pricing of the Offering, the Company entered into an underwriting agreement (the \"Underwriting Agreement\") with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Jefferies LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1860160/000119312526252407/0001193125-26-252407-index.htm"}},{"accession":"0001891101-26-000032","ticker":"BRCC","company_name":"BRC Inc.","filed_at":"2026-06-02T10:18:43+00:00","headline":"BRCC regains NYSE minimum share price compliance; reverse split approved but not needed","event_type":"other_material","sec_items":["5.07","7.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: shareholder_vote","same SEC item: 5.07, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001891101-26-000032","json":"https://secwatch.observer/filing/0001891101-26-000032.json","markdown":"https://secwatch.observer/filing/0001891101-26-000032.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1891101/000189110126000032/0001891101-26-000032-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1891101/000189110126000032/brcc-20260528.htm"},"side_by_side_evidence":{"fact_type":"shareholder_vote","source_excerpt":"Proposal 1: Approval of an enhanced liquidity plan under which the Company undertakes to repurchase from shareholders during the first four full calendar quarters following the approval of this proposal (the “enhanced liquidity period”) up to a requested liquidity percentage to be established following the approval of this proposal. This proposal was not passed, with voting results as follows: For Against Withheld 20,122,701 510,255 925,448","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1684682/000199937126011900/0001999371-26-011900-index.htm","comparable_excerpt":"The stockholders elected the Class I nominees, Kathryn Dickson, Chris Mondzelewski and Lawrence “Chip” Molloy, to serve as directors until the Company’s Annual Meeting of Stockholders in 2029.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1891101/000189110126000032/0001891101-26-000032-index.htm"}},{"accession":"0001193125-26-251994","ticker":"TPST","company_name":"Tempest Therapeutics, Inc.","filed_at":"2026-06-01T23:13:20+00:00","headline":"Tempest Therapeutics enters warrant exercise inducement for ~$2M; issues new warrants to purchase 2.34M shares at $1.73","event_type":"other_material","sec_items":["1.01","3.02","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251994","json":"https://secwatch.observer/filing/0001193125-26-251994.json","markdown":"https://secwatch.observer/filing/0001193125-26-251994.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1544227/000119312526251994/0001193125-26-251994-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1544227/000119312526251994/d105562d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"On May 29, 2026, CNL Strategic Capital B, Inc. (the “Borrower”), a wholly-owned subsidiary of CNL Strategic Capital, LLC (the “Company”), and Valley National Bank, a Tennessee banking corporation (referred to as “Valley National Bank”), entered into a Third Amendment (the “Third Amendment”) to the Loan and Security Agreement, as amended (the “Loan Agreement”), previously entered into by such parties for a $50.0 million revolving line of credit (the “Line of Credit”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1684682/000199937126011900/0001999371-26-011900-index.htm","comparable_excerpt":"On May 28, 2026, Tempest Therapeutics, Inc., a Delaware corporation (the “ Company ”), entered into a warrant exercise and inducement offer letter agreement (the “ Inducement Letter ”) with a holder of certain existing warrants to purchase shares of the Company’s common stock","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1544227/000119312526251994/0001193125-26-251994-index.htm"}},{"accession":"0001750155-26-000080","ticker":"CWBHF","company_name":"Charlotte's Web Holdings, Inc.","filed_at":"2026-06-01T21:13:23+00:00","headline":"Charlotte's Web appoints BAT GC to board, closes debt conversion & US$10M investment","event_type":"other_material","sec_items":["5.02","5.07","8.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: shareholder_vote","same SEC item: 5.07, 8.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001750155-26-000080","json":"https://secwatch.observer/filing/0001750155-26-000080.json","markdown":"https://secwatch.observer/filing/0001750155-26-000080.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1750155/000175015526000080/0001750155-26-000080-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1750155/000175015526000080/cweb-20260528.htm"},"side_by_side_evidence":{"fact_type":"shareholder_vote","source_excerpt":"Proposal 1: Approval of an enhanced liquidity plan under which the Company undertakes to repurchase from shareholders during the first four full calendar quarters following the approval of this proposal (the “enhanced liquidity period”) up to a requested liquidity percentage to be established following the approval of this proposal. This proposal was not passed, with voting results as follows: For Against Withheld 20,122,701 510,255 925,448","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1684682/000199937126011900/0001999371-26-011900-index.htm","comparable_excerpt":"Proposal No. 1: To set the number of directors of the Company at six. The shareholders ratified the setting of the number of directors of the Company at six (6) directors. Votes For Votes Against Abstain 95,340,748 1,172,764 0","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1750155/000175015526000080/0001750155-26-000080-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}