[SCHEDULE 13G/A] POET Technologies Inc. SEC Filing

Rhea-AI Filing Summary

POET Technologies Inc. Schedule 13G/A shows that MMCAP International Inc. SPC (the Fund) and its adviser MM Asset Management Inc. report beneficial ownership of 8,809,160 common shares, representing 9.99% of the class on a look‑through basis. The reported amount includes 5,894,384 outstanding common shares directly held by the Fund and 2,914,777 common shares underlying warrants exercisable within 60 days. The filing states the outstanding share count used for percentage calculations was 85,265,009 common shares and discloses shared voting and dispositive power for the Reporting Persons. Both Reporting Persons disclaim beneficial ownership of any shares other than those reported and certify the holdings were not acquired to change or influence control of the issuer.

Insights

Financial Analyst

TL;DR: A passive position near 10% signals a material stake that could affect market perception without indicating control intent.

The filing documents a 9.99% beneficial interest in POET stemming from 5.89M shares plus 2.91M warrants exercisable within 60 days, calculated against 85.27M shares outstanding. Shared voting and dispositive power are reported, consistent with an investment manager relationship. The certification that the securities were not acquired to influence control is customary for Schedule 13G filings under passive investor rules. For investors, a near‑10% holder can be material for liquidity and potential future block transactions, but the filing provides no operational or financial change to the issuer.

Corporate Governance Expert

TL;DR: Reporting structure and disclaimers align with passive investor treatment under Schedule 13G; no governance takeover indicated.

The disclosure separates the Fund (MMCAP International Inc. SPC) and its adviser (MM Asset Management Inc.), shows shared voting/dispositive power over the reported shares, and includes the standard disclaimer that holdings are not intended to change control. The inclusion of warrants exercisable within 60 days in the beneficial ownership calculation is important for governance thresholds. No group formation, subsidiary acquisition, or intent to act in concert is reported. This is a material governance disclosure but does not itself imply active governance engagement.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

POET Technologies Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

73044W302

(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. 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 8,809,160.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 8,809,160.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,809,160.00

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 8,809,160.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 8,809,160.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,809,160.00

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, Ontario, Canada, 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 June 30, 2025 (and which includes 5,894,384 Common Shares and an additional 2,914,777 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) 85,265,009 Common Shares outstanding as of June 30, 2025, as reported to the Reporting Persons directly by the Issuer; and (y) an additional 2,914,777 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.
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:	08/14/2025

MM Asset Management Inc.

Signature:	/s/ Hillel Meltz
Name/Title:	Hillel Meltz/President
Date:	08/14/2025