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                                October 21, 2022

       Russell H. McMeekin
       Chief Executive Officer
       mCloud Technologies Corp.
       550-510 Burrard Street
       Vancouver, British Columbia
       Canada, V6C 3A8

                                                        Re: mCloud Technologies
Corp.
                                                            Supplemental
Response dated September 29, 2022
                                                            File No. 333-264859

       Dear Russell H. McMeekin:

              We have reviewed your supplemental response and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
September 23, 2022 letter.

       Supplemental Response dated September 29, 2022

       General

   1.                                                   We note your prior
response addressing why Agnity did not meet the criteria in IFRS 5.32
                                                        to be considered a
discontinued operation for periods subsequent to June 30, 2022. IFRS
                                                        5.32 states, in
addition to other criteria that must be met, that a discontinued operation is a
                                                        component of an entity.
IFRS 5.31 states in part that a component of an entity will have
                                                        been a cash-generating
unit or a group of cash-generating units while being held for use.
                                                        We note that the
Company has identified Agnity as a cash-generating unit. While we
                                                        understand you have
determined that the Company has a single segment, we do not
                                                        believe that it
necessarily follows that the disposal of Agnity is not a separate major line
                                                        of business under IFRS
5.32(a). Additionally, factors such as Agnity having a separate
 Russell H. McMeekin
mCloud Technologies Corp.
October 21, 2022
Page 2
      website with distinct product offerings representing a significant
portion of the Company
      revenues might suggest that Agnity represented a separate major product
or service line
      under IFRS 5.32(a). Please elaborate on why the disposal of Agnity should
not be
      presented as discontinued operations.

2.    We have reviewed your response to our prior comment. Please provide pro
forma
      financial information that reflects Agnity not being consolidated in your
financial
      statements pursuant to Article 11 of Regulation S-X or tell us why you
believe it is not
      required.
       You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact Jeff
Kauten, Staff
Attorney, at (202) 551-3447 or Joshua Shainess, Legal Branch Chief, at (202)
551-7951 with any
other questions.



                                                            Sincerely,
FirstName LastNameRussell H. McMeekin
                                                            Division of
Corporation Finance
Comapany NamemCloud Technologies Corp.
                                                            Office of
Technology
October 21, 2022 Page 2
cc:       Avital Perlman
FirstName LastName