POET Technologies Inc. received a Schedule 13G filed on behalf of MMCAP International Inc. SPC (the "Fund") and its investment manager MM Asset Management Inc. showing combined beneficial ownership of 9,763,230 common shares, representing 9.99% of the class on an as-reported basis as of 09/30/2025. The total includes 3,585,240 currently held shares plus 6,177,990 additional shares underlying warrants exercisable within 60 days, and the share count used by the reporting parties was 91,552,039 outstanding common shares. Voting and dispositive authority are reported as shared only, and the filers state the stake was not acquired to change or influence control.
Positive
None.
Negative
None.
Insights
Near-10% stake with exercisable warrants creates short-term dilution risk.
The reporting entities disclose beneficial ownership of 9,763,230 shares, equating to 9.99% of the outstanding class when including 6,177,990 warrants exercisable within 60 days. That concentration is large enough to be material to holders because it approaches the 10% threshold that often triggers heightened market and regulatory attention.
This position is held with shared voting and dispositive power, not sole control, reducing immediate governance change risk. Monitor warrant exercise outcomes over the next 60 days for dilution and any subsequent updates to voting power after exercise.
Filing is a routine disclosure that preserves safe-harbor statements on control intent.
The certification explicitly states the securities were not acquired to change control, which is a common legal precaution when approaching 10% ownership. The use of a Cayman segregated portfolio and a Canadian adviser is fully disclosed with addresses and signatories.
Investors should note the legal classification: the Fund reports as an OO type (segregated portfolio company) while the adviser is a CO. Expect no immediate governance filings unless the ownership percentage or intent statement changes.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
POET Technologies Inc.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
73044W302
(CUSIP Number)
09/30/2025
(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
9,763,230.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,763,230.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,763,230.00
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
9,763,230.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,763,230.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,763,230.00
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 close of business on the Event Date of September 30, 2025 (and which includes 3,585,240 Common Shares and an additional 6,177,990 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) 91,552,039 Common Shares outstanding as of September 30, 2025, as reported to the Reporting Persons directly by the Issuer; and (y) an additional 6,177,990 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.
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