The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC filed an amendment to a Schedule 13G disclosing shared voting and dispositive power over certain Class A ordinary shares of Andretti Acquisition Corp II.
The filing lists 1,143,349 Class A ordinary shares with shared voting and dispositive power and shows a 4.8% ownership percentage on the cover page tied to 03/31/2026. The filing includes a joint filing agreement and exhibits identifying Goldman Sachs & Co. LLC as the subsidiary through which the parent holding company may be deemed to beneficially own the shares. Signature dates on the amendment are 04/23/2026.
Positive
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Negative
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Insights
Large financial firm reports a passive 4.8% stake via shared authority.
The amendment shows The Goldman Sachs Group, Inc. and its broker‑dealer affiliate report shared voting and dispositive power over 1,143,349 Class A shares as of 03/31/2026. The exhibit states the position is held or may be deemed held through Goldman Sachs & Co. LLC as a subsidiary.
Cash‑flow treatment and any trading intent are not stated in the excerpt; subsequent filings or disclosures would be needed to clarify client or trading‑unit involvement. Institutional holders filing under Schedule 13G/A typically indicate passive or qualifying ownership status rather than active control.
Key Figures
Reported shares:1,143,349 sharesReported ownership percent:4.8%Reporting date:03/31/2026+1 more
4 metrics
Reported shares1,143,349 sharesClass A ordinary shares with shared power (cover page)
Reported ownership percent4.8%Percent of class shown on cover page as of 03/31/2026
Reporting date03/31/2026Date associated with the cover page ownership figures
Signature date04/23/2026Date the amendment was signed by attorney-in-fact
Key Terms
Schedule 13G/A, Joint Filing Agreement, parent holding company
3 terms
Schedule 13G/Aregulatory
"Amendment No. 1 and Schedule 13G references on the cover page"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Joint Filing Agreementregulatory
"EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)"
parent holding companyfinancial
"EXHIBIT (99.2) ITEM 7 INFORMATION The securities being reported on by The Goldman Sachs Group, Inc."
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)
G26745102
(CUSIP Number)
03/31/2026
(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):
G26745102
1
Names of Reporting Persons
THE GOLDMAN SACHS GROUP, 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,143,349.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,143,349.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,143,349.00
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)
4.8 %
12
Type of Reporting Person (See Instructions)
HC, CO
SCHEDULE 13G
CUSIP Number(s):
G26745102
1
Names of Reporting Persons
GOLDMAN SACHS & CO. 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
NEW YORK
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,143,349.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,143,349.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,143,349.00
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)
4.8 %
12
Type of Reporting Person (See Instructions)
BD, OO, 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, X1,30009
Item 2.
(a)
Name of person filing:
THE GOLDMAN SACHS GROUP, INC.| GOLDMAN SACHS & CO. LLC
(b)
Address or principal business office or, if none, residence:
The Goldman Sachs Group, Inc. 200 West Street New York, NY 10282| Goldman Sachs & Co. LLC 200 West Street New York, NY 10282
(c)
Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware| GOLDMAN SACHS & CO. LLC - New York
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP No.:
G26745102
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:
See the response(s) to Item 9 on the attached cover page(s).
(b)
Percent of class:
See the response(s)to Item 11 on the attached cover page(s).
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See the response(s) to Item 5 on the attached cover page(s).
(ii) Shared power to vote or to direct the vote:
See the response(s) to Item 6 on the attached cover page(s).
(iii) Sole power to dispose or to direct the disposition of:
See the response(s) to Item 7 on the attached cover page(s).
(iv) Shared power to dispose or to direct the disposition of:
See the response(s) to Item 8 on the attached cover page(s).
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.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Exhibit (99.2)
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.
THE GOLDMAN SACHS GROUP, INC.
Signature:
Name: Abhilasha Bareja
Name/Title:
Attorney-in-fact
Date:
04/23/2026
GOLDMAN SACHS & CO. LLC
Signature:
Name: Abhilasha Bareja
Name/Title:
Attorney-in-fact
Date:
04/23/2026
Exhibit Information
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Class A Ordinary Shares, par value $0.0001 per share, of ANDRETTI ACQUISITION CORP II
and further agree to the filing of this agreement as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.
Date: 04/23/2026
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Abhilasha Bareja
----------------------------------------
Name: Abhilasha Bareja
Title: Attorney-in-fact
GOLDMAN SACHS & CO. LLC
By:/s/ Abhilasha Bareja
----------------------------------------
Name: Abhilasha Bareja
Title: Attorney-in-fact
EXHIBIT (99.2)
ITEM 7 INFORMATION
The securities being reported on by The Goldman Sachs Group, Inc.
("GS Group"), as a parent holding company, are owned, or may be deemed to be
beneficially owned, by Goldman Sachs & Co. LLC ("Goldman Sachs"), a broker or
dealer registered under Section 15 of the Act and an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940. Goldman
Sachs is a subsidiary of GS Group.
EXHIBIT (99.3)
ITEM 4 INFORMATION
*In accordance with the Securities and Exchange Commission Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities, if
any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion or both, or with respect to
which there are limits on their voting or investment authority or both and
(ii) certain investment entities of which the Goldman Sachs Reporting Units
act as the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than the Goldman
Sachs Reporting Units.
What stake does Goldman Sachs report in POLE (Andretti Acquisition Corp II)?
Goldman Sachs reports shared voting and dispositive power over 1,143,349 Class A shares, representing 4.8% of the class as shown on the cover page dated 03/31/2026. The position is reported jointly by two Goldman entities.
Which Goldman entities filed the Schedule 13G/A for POLE?
The filing is made by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC. The joint filing agreement is included as an exhibit and the subsidiary relationship is described in the exhibits.
Does the filing state whether these shares are owned directly or for clients?
The exhibits state the position may be held through Goldman Sachs & Co. LLC and reference operating units and client accounts. The filing disclaims beneficial ownership for certain client or managed accounts in the attached Item 4 language.
When was the Schedule 13G/A amendment signed and dated?
The amendment includes signature lines dated 04/23/2026. The cover page shows the reporting date tied to the ownership figure as 03/31/2026.
