Beeline Holdings, Inc. ownership statement: a group of affiliated funds and managers reported shared beneficial ownership of common stock equal to 1,932,499 shares, representing 6.2% of the class. The filing ties the percentage to 31,178,713 shares outstanding as of May 15, 2026.
The shares described are held by the Funds (including C/M Capital Master Fund, Cavalry Fund I, C/M Capital Partners and Cavalry Investment Fund); Messrs. Thomas Walsh and Jonathan Juchno are disclosed as managing members of related entities and disclaim direct beneficial ownership of the Fund-held shares. The Reporting Persons list shared voting and dispositive power for the listed holdings.
Positive
None.
Negative
None.
Insights
Affiliated funds report a notable passive stake and managerial ties to the holding entities.
The statement lists shared voting and dispositive power over identified Fund-held shares and attributes the economic interests to the Funds, with Messrs. Walsh and Juchno disclaiming direct ownership. This structure is typical where managers report on fund holdings.
Key dependencies include the 31,178,713 shares outstanding as of May 15, 2026 anchor and the Funds' reported share counts; subsequent filings will show any change in percent ownership or voting power.
Key Figures
Shares outstanding:31,178,713 sharesReported ownership (Thomas Walsh row):1,932,499 sharesAggregate percent of class:6.2%+3 more
6 metrics
Shares outstanding31,178,713 sharesas of <date>May 15, 2026</date>
"Item 4(a) the information required by Item 4(a) is set forth in Row 9"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Shared Dispositive Powerregulatory
"cover page rows list Shared Dispositive Power 1,932,499.00"
Schedule 13Gregulatory
"form_type: SCHEDULE 13G appears in metadata and filing header"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Disclaim beneficial ownershiplegal
"Messrs. Walsh and Juchno disclaim beneficial ownership of any shares of Common Stock held by the Funds"
What stake does the reporting group hold in Beeline Holdings (BLNE)?
The group reported ownership of 1,932,499 shares, equal to 6.2% of the class. The percentage is calculated using 31,178,713 shares outstanding as of May 15, 2026 from the issuer's Form 10-Q.
Which entities hold the reported Beeline shares?
The shares are held by affiliated funds: C/M Capital Master Fund, Cavalry Fund I, C/M Capital Partners, and Cavalry Investment Fund. The filing states the Funds are the holders and the managers are named as reporting persons.
Do Thomas Walsh or Jonathan Juchno directly own the reported shares?
Messrs. Walsh and Juchno disclaim beneficial ownership of shares held by the Funds. They are disclosed as managing members of entities that manage the Funds, per the filing.
How is the 6.2% ownership percentage calculated?
The filing says the percentage is based on 31,178,713 shares outstanding as of May 15, 2026, as reported in the Issuer's Form 10-Q for the period ended March 31, 2026.
What voting or disposition powers are reported for these holdings?
The cover data shows the Reporting Persons report zero sole voting/dispositive power and list shared voting and shared dispositive power for the stated share amounts, per the Schedule 13G cover rows.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Beeline Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
277802500
(CUSIP Number)
05/28/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
277802500
1
Names of Reporting Persons
C/M Capital Master Fund, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,054,617.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,054,617.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,054,617.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
277802500
1
Names of Reporting Persons
Cavalry Fund I LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
114,508.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
114,508.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
114,508.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
277802500
1
Names of Reporting Persons
C/M Capital Partners, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,169,125.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,169,125.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,169,125.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
277802500
1
Names of Reporting Persons
Cavalry Investment Fund, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
763,374.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
763,374.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
763,374.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
277802500
1
Names of Reporting Persons
Cavalry Fund I Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
763,374.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
763,374.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
763,374.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.4 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
277802500
1
Names of Reporting Persons
Thomas Walsh
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,932,499.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,932,499.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,932,499.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.2 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
277802500
1
Names of Reporting Persons
Jonathan Juchno
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,169,125.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,169,125.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,169,125.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.7 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Beeline Holdings, Inc.
(b)
Address of issuer's principal executive offices:
188 Valley Street, Suite 225, Providence, RI 02909
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) C/M Capital Master Fund, LP, a Delaware limited partnership ("C/M Master Fund");
(ii) Cavalry Fund I LP, a Delaware limited partnership ("Cavalry Fund I");
(iii) C/M Capital Partners, LP, a Delaware limited partnership ("C/M Capital Partners");
(iv) Cavalry Investment Fund LP, a Delaware limited partnership ("Cavalry Investment Fund," and together with C/M Master Fund and Cavalry Fund I, the "Funds");
(v) Cavalry Fund I Management LLC, a Delaware limited liability company ("Cavalry Fund I Management");
(vi) Thomas Walsh ("Mr. Walsh"); and
(vii) Jonathan Juchno ("Mr. Juchno").
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The shares of common stock, par value $0.0001 per share (the "Common Stock"), of Beeline Holdings, Inc. (the "Issuer") reported herein are held by the Funds. C/M Capital Partners is the investment manager to C/M Master Fund and Cavalry Fund I. Cavalry Fund I Management is the investment manager to Cavalry Investment Fund. Messrs. Walsh and Juchno are the managing members of the general partner of C/M Capital Partners. Mr. Walsh is the managing member of the general partner of Cavalry Fund I Management. Messrs. Walsh and Juchno disclaim beneficial ownership of any shares of Common Stock held by the Funds.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 1111 Brickell Ave, Suite 2920, Miami, FL 33131.
(c)
Citizenship:
Each of C/M Master Fund, Cavalry Fund I, C/M Capital Partners and Cavalry Investment Fund is a limited partnership organized under the laws of the State of Delaware. Cavalry Fund I Management is a limited liability company organized under the laws of the State of Delaware. Each of Messrs. Walsh and Juchno is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP Number(s):
277802500
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 31,178,713 shares of Common Stock outstanding as of May 15, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the Securities and Exchange Commission on May 15, 2026.
(b)
Percent of class:
6.2%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
C/M Capital Master Fund, LP
Signature:
/s/ Thomas Walsh
Name/Title:
By: C/M Global GP, LLC, General Partner, By: Thomas Walsh, Manager
Date:
06/04/2026
Cavalry Fund I LP
Signature:
/s/ Thomas Walsh
Name/Title:
By: Cavalry Fund I GP LLC, General Partner, By: Thomas Walsh, Manager
Date:
06/04/2026
C/M Capital Partners, LP
Signature:
/s/ Thomas Walsh
Name/Title:
Thomas Walsh, Partner
Date:
06/04/2026
Cavalry Investment Fund, LP
Signature:
/s/ Thomas Walsh
Name/Title:
By: Cavalry Fund GP, LLC, General Partner, By: Thomas Walsh, Managing Member
