Polar Asset Discloses Sole Control of 1.25M Andretti II Shares

Rhea-AI Filing Summary

Polar Asset Management Partners Inc. reported beneficial ownership of 1,250,000 Class A ordinary shares of Andretti Acquisition Corp II, representing 5.3% of the class. Polar acts as investment advisor to Polar Multi-Strategy Master Fund and states it holds these shares in the ordinary course of business.

The filing indicates Polar has sole voting and sole dispositive power over the reported shares and affirms the position was not acquired to change or influence control of the issuer. The disclosure reflects a material passive stake above the 5% reporting threshold.

Positive

• Reported beneficial ownership of 1,250,000 shares, a material stake equal to 5.3% of the class.
• Sole voting and dispositive power over the reported shares, establishing clear control of that block.

Negative

• None.

Insights

Financial Analyst

TL;DR: A material passive stake disclosure of 5.3%; not presented as an activist move, but economically meaningful for liquidity and ownership metrics.

Polar's 1.25 million-share holding crosses the 5% Schedule 13 reporting threshold, making it a notable position for holders and analysts tracking ownership concentration. The filing frames the stake as held in the ordinary course and not for control, which generally signals a passive investment rather than an imminent governance campaign. From a market-impact perspective, the stake size could affect float and block-trade interest, but absent plans to act as an activist the immediate governance implications are limited.

Corporate Governance Expert

TL;DR: Sole voting/dispositive power over a >5% position is material for ownership disclosures but the filing asserts no intent to influence control.

The report explicitly states sole voting and dispositive authority for the reported shares, which means Polar controls voting decisions for that block. However, the certification clarifies the position was not acquired to change issuer control, consistent with a Schedule 13G treatment. Investors should view this as a material ownership disclosure without accompanying indications of governance activism or proposed board or strategic changes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Andretti Acquisition Corp II

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G26745110

(CUSIP Number)

06/30/2025

(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. G26745110

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 1,250,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,250,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,250,000.00

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)

5.3 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Andretti Acquisition Corp II
(b)	Address of issuer's principal executive offices: 100 Kimball Place, Suite 550, Alpharetta, GA, 30009
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") with respect to the shares directly held by PMSMF.
(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: Class A ordinary shares, par value $0.0001 per share
(e)	CUSIP No.: G26745110
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: 1250000
(b)	Percent of class: 5.3 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1250000
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1250000
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	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.

Polar Asset Management Partners Inc.

Signature:	Andrew Ma
Name/Title:	Chief Compliance Officer
Date:	08/14/2025

FAQ

What stake did Polar Asset Management report in Andretti Acquisition Corp II (POLEU)?

Polar Asset Management reported beneficial ownership of 1,250,000 Class A shares, representing 5.3% of the class.

Does Polar Asset Management have voting control over its reported POLEU shares?

Yes. The filing states Polar has sole voting power and sole dispositive power over the 1,250,000 shares.

Is Polar Asset Management positioning to change control of Andretti Acquisition Corp II?

The filing certifies the shares were acquired and are held in the ordinary course of business and were not acquired to change or influence control of the issuer.

Under what capacity is Polar filing this Schedule 13G/A for POLEU?

Polar Asset Management Partners Inc. filed as an investment adviser acting for Polar Multi-Strategy Master Fund.

What triggered the Schedule 13G filing for Polar's position in POLEU?

The filing reflects ownership above the 5% reporting threshold, which requires public disclosure of the beneficial stake.