MMCAP reports 11.0% stake in POET

Rhea-AI Filing Summary

MMCAP International Inc. SPC and MM Asset Management Inc. reported shared beneficial ownership of 19,047,620 common shares of POET Technologies Inc., representing 11.0% of the company's 172,595,406 shares outstanding as of May 18, 2026, following an offering by the issuer. The filing states the Fund holds the shares and the Adviser may be deemed to beneficially own them.

Insights

Institutional Ownership Analyst

Large passive stake disclosed by a Cayman investment vehicle and its adviser.

The filing lists 19,047,620 shares held with shared voting and dispositive power, equal to 11.0% of shares outstanding as of May 18, 2026. The stake is reported after an issuer offering referenced in a Prospectus Supplement.

Timing and cash‑flow treatment are tied to the Issuer’s offering disclosures; subsequent filings would show any sales or changes.

Corporate Governance Specialist

Adviser attribution and disclaimers clarify reporting lines.

The filing explains the Fund directly owns the shares and the Adviser "may be deemed to beneficially own" them; each Reporting Person disclaims ownership beyond its direct holdings. This attribution affects who is listed for voting‑power disclosures.

Review future amendments for changes in voting power or disposition authority tied to the Fund or Adviser.

Key Figures

Shares held: 19,047,620 shares Percent of class: 11.0% Shares outstanding: 172,595,406 shares

3 metrics

Shares held 19,047,620 shares shared voting/dispositive power reported on cover page

Percent of class 11.0% of 172,595,406 shares outstanding after Offering (May 18, 2026)

Shares outstanding 172,595,406 shares reported in Prospectus Supplement after the Offering on May 18, 2026

Key Terms

Schedule 13G/A, shared dispositive power, Prospectus Supplement

3 terms

Schedule 13G/A regulatory

"Amendment No. 10 ) POET Technologies Inc. Common Shares"

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.

shared dispositive power financial

"Shared Dispositive Power 19,047,620.00"

Prospectus Supplement regulatory

"as reported by the Issuer in a Prospectus Supplement filed with the SEC on May 18, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake in POET does MMCAP International Inc. SPC hold?

The Fund holds 19,047,620 shares, equal to 11.0% of POET's 172,595,406 shares outstanding as of May 18, 2026. The figure is reported after the issuer's offering referenced in the filing.

Does MM Asset Management directly own the POET shares reported?

The filing states the Adviser is the Fund's investment manager and "may be deemed to beneficially own" the Fund's shares. It also disclaims ownership of any shares other than those directly beneficially owned by each Reporting Person.

What voting and dispositive power is reported for the holders?

Both Reporting Persons report 0 sole voting and dispositive power and 19,047,620 shared voting and dispositive power. The shared power figures are shown on the cover page entries in the filing.

What is the relevant date for the ownership percentages?

Percentages are based on 172,595,406 common shares outstanding after giving effect to the issuer's offering, as reported in the Prospectus Supplement dated May 18, 2026, which the filing cites.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/20/2026 - 04:02 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 10)

POET Technologies Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

73044W302

(CUSIP Number)

05/18/2026

(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 19,047,620.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 19,047,620.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

19,047,620.00

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)

11.0 %

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 19,047,620.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 19,047,620.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

19,047,620.00

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)

11.0 %

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 closing of an offering by the Issuer on May 18, 2026, as reported by the Issuer in a Form 6-K filed with the SEC on May 18, 2026 (the "Offering").
(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 172,595,406 Common Shares outstanding after giving effect to the Offering, as reported by the Issuer in a Prospectus Supplement filed with the SEC on May 18, 2026.
(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:	05/20/2026

MM Asset Management Inc.

Signature:	/s/ Hillel Meltz
Name/Title:	Hillel Meltz/President
Date:	05/20/2026