MMCAP International Inc. SPC acquired 17,045,104 common shares of POET Technologies Inc. in a private placement on 10/07/2025, representing 16.2% of the 105,188,673 shares outstanding reported to the reporting persons. The shares are directly owned by the Fund, and MM Asset Management Inc. is the Fund's investment manager and may be deemed to beneficially own the shares. The filing reports shared voting and dispositive power over the 17,045,104 shares and disclaims any ownership beyond the shares directly held. The filing states the acquisition was not made to change or influence control of the issuer.
Positive
Material strategic stake acquired: 17,045,104 shares representing 16.2%
Direct purchase from issuer via private placement on 10/07/2025 increases issuer financing
Negative
Concentrated ownership at 16.2% may influence voting outcomes even without control
Shared voting power structure could complicate clarity on who directs votes absent further disclosures
Insights
Fund stake gives material minority position with shared control rights.
The Fund holds 17,045,104 shares, equal to 16.2% of the company's reported share count of 105,188,673 as of 10/07/2025. The position is recorded with shared voting and dispositive power, indicating the Fund and Adviser jointly exercise voting and sale decisions over those shares.
The position originated from a direct private placement purchase on 10/07/2025. Key near-term items to watch are any subsequent Schedule 13D/13G amendments or additional disclosures that would change voting power or intent within the next reporting period.
A single investor now holds a significant non‑control block requiring disclosure attention.
Owning 16.2% typically places the holder among the largest shareholders and may affect shareholder voting dynamics without constituting control. The filing includes a certification that the shares were not acquired to influence control.
Governance-related watchpoints include whether the Adviser exercises any coordinated voting plans and whether future filings clarify any alliances or groupings; these would be reported in subsequent filings if they arise.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
POET Technologies Inc.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
73044W302
(CUSIP Number)
10/07/2025
(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
17,045,104.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
17,045,104.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,045,104.00
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)
16.2 %
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
17,045,104.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
17,045,104.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,045,104.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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 a purchase of Common Shares and warrants by the Fund directly from the Issuer in a private placement during the Event Date of October 7, 2025.
(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 105,188,673 Common Shares outstanding as of October 7, 2025, as reported to the Reporting Persons directly by the Issuer.
(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.
What stake did MMCAP International Inc. SPC report in POET (POET)?
The Reporting Person holds 17,045,104 shares, equal to 16.2% of the 105,188,673 shares outstanding as of 10/07/2025.
How were the POET shares acquired according to the filing?
The shares were purchased directly from the issuer in a private placement that closed on 10/07/2025.
Does MM Asset Management Inc. claim ownership of the shares?
The Adviser may be deemed to beneficially own the shares because it manages the Fund; both entities disclaim ownership beyond the shares directly held by the Fund.
What voting or dispositive powers are reported for the shares?
The filing shows 0 sole voting/dispositive power and 17,045,104 in shared voting and dispositive power.
Did the filing indicate intent to change or influence POET's control?
The certification states the securities were not acquired to change or influence control of the issuer.
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