Volato Group, Inc. Schedule 13G reports that C/M Master Fund holds 3,294,563 shares of Class A Common Stock, representing 6.2% of the class. The percentage is calculated using 53,183,044 shares outstanding as of the Issuer's Prospectus filed pursuant to Rule 424(b)(5) on July 1, 2026.
The filing states that C/M Capital Partners is the investment manager to C/M Master Fund and that Thomas Walsh and Jonathan Juchno are managing members of the general partner; Messrs. Walsh and Juchno disclaim beneficial ownership of the reported shares.
Positive
None.
Negative
None.
Insights
Passive 6.2% stake reported by an investment fund; holdings attributed to the fund's manager structure.
The filing shows 3,294,563 shares held by C/M Master Fund, equal to 6.2% of the Class A shares based on 53,183,044 outstanding per the referenced prospectus. Ownership is reported through the fund and its manager, with two individuals disclaiming beneficial ownership.
Cash‑flow treatment and any intent to buy or sell are not stated in the excerpt; subsequent filings would disclose changes in percent ownership if they occur.
Manager/GP structure clarifies voting and dispositive control is shared, not sole, per the cover rows.
The disclosure lists Shared Voting Power 3,294,563 and Shared Dispositive Power 3,294,563 on the cover page rows for each Reporting Person. This indicates collective control through the fund/manager relationship rather than individual sole control.
Filings that update voting arrangements or convert passive holdings to active schedules would be material; timing of any such disclosures is not included here.
Key Figures
Shares held:3,294,563 sharesPercent of class:6.2%Shares outstanding:53,183,044 shares
3 metrics
Shares held3,294,563 sharesAmount beneficially owned by C/M Master Fund
Percent of class6.2%Percent of Class A Common Stock owned by C/M Master Fund
Shares outstanding53,183,044 sharesShares outstanding per Issuer's Prospectus filed pursuant to Rule 424(b)(5) on July 1, 2026
"Amount beneficially owned: The information required by Item 4(a) is set forth"
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
"Shared Dispositive Power 3,294,563.00"
Rule 424(b)(5)regulatory
"Issuer's Prospectus filed pursuant to Rule 424(b)(5) filed with the on July 1, 2026"
What stake does C/M Master Fund hold in Volato Group (SOAR)?
C/M Master Fund holds 3,294,563 shares of Class A Common Stock, equal to 6.2% of the class based on 53,183,044 shares outstanding reported in the prospectus.
Who manages the shares reported in the Schedule 13G for SOAR?
The filing states C/M Capital Partners is the investment manager to C/M Master Fund; Thomas Walsh and Jonathan Juchno are managing members of the general partner.
Do Thomas Walsh and Jonathan Juchno claim personal ownership of the shares?
No. The filing expressly states that Messrs. Walsh and Juchno disclaim beneficial ownership of the Class A shares held by C/M Master Fund.
What baseline share count is used to calculate the 6.2% ownership?
The percentage is calculated using 53,183,044 shares outstanding as reported in the Issuer's Prospectus filed pursuant to Rule 424(b)(5) on July 1, 2026.
Does the Schedule 13G disclose any planned sales or purchases by the Reporting Persons?
The excerpt does not state any planned purchases or sales; it reports passive beneficial ownership and the manager/GP structure for the holdings.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Volato Group, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
74349W302
(CUSIP Number)
06/27/2026
(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):
74349W302
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
3,294,563.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,294,563.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,294,563.00
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)
PN
SCHEDULE 13G
CUSIP Number(s):
74349W302
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
3,294,563.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,294,563.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,294,563.00
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)
PN
SCHEDULE 13G
CUSIP Number(s):
74349W302
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
3,294,563.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,294,563.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,294,563.00
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):
74349W302
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
3,294,563.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,294,563.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,294,563.00
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
Item 1.
(a)
Name of issuer:
Volato Group, Inc.
(b)
Address of issuer's principal executive offices:
1954 Airport Road, Suite 124, Chamblee, GA 30341
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) C/M Capital Partners, LP, a Delaware limited partnership ("C/M Capital Partners");
(iii) Thomas Walsh ("Mr. Walsh"); and
(iv) Jonathan Juchno ("Mr. Juchno").
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Volato Group, Inc. (the "Issuer") reported herein are held by C/M Master Fund. C/M Capital Partners is the investment manager to C/M Master Fund. Messrs. Walsh and Juchno are the managing members of the general partner of C/M Capital Partners. Messrs. Walsh and Juchno disclaim beneficial ownership of any shares of Class A Common Stock held by C/M Master Fund.
(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 and C/M Capital Partners is a limited partnership 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:
Class A Common Stock, par value $0.0001 per share
(e)
CUSIP Number(s):
74349W302
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 53,183,044 shares of Class A Common Stock outstanding, as reported in the Issuer's Prospectus filed pursuant to Rule 424(b)(5) filed with the Securities and Exchange Commission on July 1, 2026, after giving effect to the completion of the offering described therein.
(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
