9.99% POET Technologies (POET) stake reported by MMCAP and adviser

Rhea-AI Filing Summary

POET Technologies Inc. received an updated ownership report from institutional investor MMCAP International Inc. SPC and its adviser Asset Management Inc., stating beneficial ownership of 14,483,370 common shares, or 9.99% of the class as of December 31, 2025.

This total includes 1,526,205 common shares and 12,957,165 additional common shares underlying warrants that are exercisable within 60 days. The percentage is based on 132,021,526 common shares outstanding plus the warrant shares. The two entities share voting and dispositive power over all reported shares and certify that the securities are not held to change or influence control of POET Technologies.

Insights

Equity ownership and disclosure analyst

Institutional holder reports a 9.99% economic stake, including warrants, while certifying no intent to influence control.

MMCAP International Inc. SPC and its adviser Asset Management Inc. report beneficial ownership of 14,483,370 POET Technologies common shares, representing 9.99% of the class as of December 31, 2025. The structure combines current shares with near-term exercisable warrants, giving economic exposure just under the 10% level.

The position consists of 1,526,205 common shares plus 12,957,165 common shares underlying warrants exercisable within 60 days, with shared voting and dispositive power. The percentage calculation relies on 132,021,526 common shares outstanding on the event date, plus the warrant shares.

The reporting parties certify the holdings are not for the purpose of changing or influencing control, which aligns with a passive institutional ownership posture. Subsequent ownership reports and company disclosures will clarify any future changes in position size or intent.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 8)

POET Technologies Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

73044W302

(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. 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 14,483,370.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14,483,370.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,483,370.00

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 No. 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 14,483,370.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14,483,370.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,483,370.00

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 December 31, 2025 (and which includes 1,526,205 Common Shares and an additional 12,957,165 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) 132,021,526 Common Shares outstanding as of the Event Date, as reported on the Issuer's Form F-3ASR filed with the SEC on January 22, 2026; and (y) an additional 12,957,165 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:	02/17/2026

MM Asset Management Inc.

Signature:	/s/ Hillel Meltz
Name/Title:	Hillel Meltz/President
Date:	02/17/2026

FAQ

What percentage of POET (POET) does MMCAP currently report owning?

MMCAP International Inc. SPC and Asset Management Inc. report beneficial ownership of 9.99% of POET Technologies’ common shares as of December 31, 2025. This figure reflects both currently held shares and additional shares underlying near-term exercisable warrants.

How many POET (POET) shares does MMCAP beneficially own, including warrants?

The reporting parties beneficially own 14,483,370 POET common shares. This consists of 1,526,205 common shares plus 12,957,165 common shares underlying warrants that are exercisable within 60 days of the December 31, 2025 event date.

How was the 9.99% ownership of POET (POET) calculated?

The 9.99% beneficial ownership is based on 132,021,526 POET common shares outstanding as of the event date, as referenced from a Form F-3ASR, plus the 12,957,165 warrant shares. This combined denominator yields the reported ownership percentage.

Do MMCAP and Asset Management Inc. share voting power over POET (POET) shares?

Yes. The report shows shared voting power and shared dispositive power over all 14,483,370 beneficially owned POET common shares. Neither party reports sole voting or dispositive power, indicating joint control over voting and disposition decisions for the position.

Are MMCAP’s POET (POET) holdings intended to influence control of the company?

The reporting parties certify that the POET securities were not acquired and are not held for the purpose of changing or influencing control. They also state the holdings are not in connection with any transaction having that purpose, aside from limited proxy nomination activities allowed by regulation.

Who are the reporting persons disclosing the POET (POET) stake and what are their roles?

The reporting persons are MMCAP International Inc. SPC, a private investment fund, and Asset Management Inc., its investment adviser. The fund directly owns the POET securities, while the adviser may be deemed to beneficially own them through its investment management role.