POET Technologies (POET) MMCAP group reports 14,516,820 shares (9.99%)

Rhea-AI Filing Summary

POET Technologies Inc. reports that MMCAP International Inc. SPC and MM Asset Management Inc. jointly beneficially own 14,516,820 Common Shares, representing 9.99% of the class as of the close of business on March 31, 2026. The position comprises 1,494,038 Common Shares and 13,022,782 Common Shares underlying warrants exercisable within 60 days. The filing uses a base share count of 132,290,739 Common Shares outstanding as of December 31, 2025.

The statement clarifies that the Fund directly owns the reported shares and that the Adviser may be deemed to beneficially own those shares as investment manager; each Reporting Person disclaims ownership of any shares other than those directly owned. Transactions or cash‑flow treatment are not described in the excerpt.

Insights

Compliance Counsel

Filing documents a passive disclosure of a 9.99% beneficial position in POET as of March 31, 2026.

The Schedule 13G/A lists 14,516,820 Common Shares and specifies the split between 1,494,038 directly held shares and 13,022,782 shares underlying warrants exercisable within 60 days. The filing cites 132,290,739 shares outstanding as of December 31, 2025.

Because the filing is a Section 13 passive ownership disclosure, it signals no required change in corporate governance disclosures; subsequent filings would show any change in ownership or exercises that affect percentage ownership.

Equity Analyst

Holder reports near-10% position including exercisable warrants, creating potential for near-term dilution if exercised.

The reported 13,022,782 warrants exercisable within 60 days are a material component of the position; the conversionable amount is explicitly listed in the ownership note. The filing ties percentages to an issuer-reported outstanding share base of 132,290,739.

Whether actual dilution occurs depends on warrant exercise decisions; timing and cash proceeds from any exercises are not described in the excerpt, and future filings would record changes.

Key Figures

Reported shares beneficially owned: 14,516,820 shares Directly held common shares: 1,494,038 shares Shares underlying warrants: 13,022,782 shares +2 more

5 metrics

Reported shares beneficially owned 14,516,820 shares as of March 31, 2026

Directly held common shares 1,494,038 shares component of reported position

Shares underlying warrants 13,022,782 shares warrants exercisable within 60 days

Percent of class 9.99% calculated using disclosed share base

Shares outstanding used 132,290,739 shares as of December 31, 2025

Key Terms

beneficially own, warrants exercisable within 60 days, shared dispositive power

3 terms

beneficially own regulatory

"The Fund directly beneficially owns the Common Shares reported in this Statement."

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

warrants exercisable within 60 days financial

"an additional 13,022,782 Common Shares underlying warrants that are exercisable within 60 days"

shared dispositive power regulatory

"Shared Dispositive Power 14,516,820.00"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 9)

POET Technologies Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

73044W302

(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): 73044W302

1

Names of Reporting Persons

MMCAP International Inc. SPC

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 14,516,820.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14,516,820.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,516,820.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Segregated portfolio company

SCHEDULE 13G

CUSIP Number(s): 73044W302

1

Names of Reporting Persons

MM Asset Management 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 0.00
6	Shared Voting Power 14,516,820.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14,516,820.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,516,820.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: POET Technologies Inc.
(b)	Address of issuer's principal executive offices: 120 Eglinton Avenue East, Ste. 1107 Toronto, A6, M4P 1E2
Item 2.
(a)	Name of person filing: This Schedule 13G is filed by the following (the "Reporting Persons"): (1) MMCAP International Inc. SPC (the "Fund"); and (2) MM Asset Management Inc. (the "Adviser"). The Fund is a private investment vehicle. The Fund directly beneficially owns the Common Shares reported in this Statement. The Adviser is the investment manager of the Fund. The Adviser may be deemed to beneficially own the Common Shares directly beneficially owned by the Fund. Each Reporting Person disclaims beneficial ownership with respect to any Common Shares other than the Common Shares directly beneficially owned by such Reporting Person.
(b)	Address or principal business office or, if none, residence: The principal business office of the Fund is c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands. The principal business office of the Adviser is 161 Bay Street, TD Canada Trust Tower Suite 2240, Toronto, ON M5J 2S1 Canada.
(c)	Citizenship: For citizenship or place of organization see Item 4 of the cover page of each Reporting Person.
(d)	Title of class of securities: Common Shares, no par value
(e)	CUSIP No.: 73044W302
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 Item 9 on the cover page for each Reporting Person, and Item 2, which information is given as of the close of business on the Event Date of March 31, 2026 (and which includes 1,494,038 Common Shares and an additional 13,022,782 Common Shares underlying warrants that are exercisable within 60 days).
(b)	Percent of class: See Item 11 on the cover page for each Reporting Person. The percentages of beneficial ownership contained herein are based on: (x) 132,290,739 Common Shares outstanding as of December 31, 2025, as reported in the Issuer's Form 20-F filed with the SEC on March 31, 2026; and (y) an additional 13,022,782 Common Shares underlying the warrants described above.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 on the cover page for each Reporting Person.
	(ii) Shared power to vote or to direct the vote: See Item 6 on the cover page for each Reporting Person.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover page for each Reporting Person.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover page for each Reporting Person.
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.

MMCAP International Inc. SPC

Signature:	/s/ Ulla Vestergaard
Name/Title:	Ulla Vestergaard/Director
Date:	05/15/2026

MM Asset Management Inc.

Signature:	/s/ Hillel Meltz
Name/Title:	Hillel Meltz/President
Date:	05/15/2026

FAQ

What stake does MMCAP report in POET (POET)?

MMCAP reports beneficial ownership of 14,516,820 POET Common Shares, equal to 9.99% of the class. This total includes 1,494,038 directly held shares and 13,022,782 shares underlying warrants exercisable within 60 days.

How many POET shares outstanding does the filing reference?

The filing uses an outstanding share base of 132,290,739 Common Shares as of December 31, 2025. The reported percentage ownership is calculated using that outstanding count plus the listed warrant conversions.

Do the Reporting Persons claim direct ownership or control of POET shares?

The Fund is described as directly beneficially owning the reported shares; the Adviser is the Fund's investment manager and may be deemed to beneficially own those shares. Each Reporting Person disclaims ownership beyond the directly held shares.

Are warrants part of the reported POET position?

Yes. The statement includes 13,022,782 Common Shares underlying warrants that are exercisable within 60 days, and these warrant amounts are incorporated into the ownership calculation disclosed in the filing.

Does the filing state that MMCAP will exercise warrants or sell shares?

The excerpt does not state any plan to exercise warrants or to sell shares. It reports current beneficial ownership as of March 31, 2026; any exercises or dispositions would appear in subsequent filings.