North American Construction Group Ltd. received an amended Schedule 13G/A from Polar Asset Management Partners Inc., a Canadian investment manager, reporting its beneficial ownership in the company’s common stock as of December 31, 2025.
Polar reports beneficial ownership of 1,384,290 common shares, representing 4.6% of the class. This amount includes 856,954 shares issuable upon conversion of debentures, meaning part of the position is currently in convertible debt rather than common stock.
Polar has sole voting and dispositive power over these 1,384,290 shares and no shared power. It certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 10)
North American Construction Group Ltd.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
656811106
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
656811106
1
Names of Reporting Persons
Polar Asset Management Partners Inc.
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
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,384,290.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,384,290.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,384,290.00
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)
4.6 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
North American Construction Group Ltd.
(b)
Address of issuer's principal executive offices:
27287 100 Ave., Acheson, Alberta, T7X 6H8, Canada
Item 2.
(a)
Name of person filing:
This statement is filed by Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada, which serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company ("PMSMF"), Polar Micro-Cap Fund, an Ontario open-ended investment trust ("PCMF"), and Polar Micro-Cap Fund II L.P., an Ontario Limited Partnership ("PMCFII") (together with PMSMF, and PMCF, the "Polar Vehicles") with respect to the shares directly held by the Polar Vehicles.
(b)
Address or principal business office or, if none, residence:
16 York Street, Suite 2900, Toronto, Ontario, M5J 0E6
(c)
Citizenship:
Canada
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
656811106
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).
The Reporting Person is an investment fund manager, portfolio manager, exempt market dealer and commodity trading manager registered with the Ontario Securities Commission.
Item 4.
Ownership
(a)
Amount beneficially owned:
1,384,290 (including 856,954 shares issuable upon the conversion of Debentures)
(b)
Percent of class:
4.6 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
1,384,290 (including 856,954 shares issuable upon the conversion of Debentures)
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
1,384,290 (including 856,954 shares issuable upon the conversion of Debentures)
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
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 acquired and are held in the ordinary course of business and 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.
