20-F/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

Commission file number

001-40745

mCloud Technologies Corp.

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of registrant’s name into English)

British Columbia, Canada

(Jurisdiction of incorporation or organization)

550-510

Burrard Street

Vancouver,

British Columbia

Canada, V6C 3A8

(Address of principal executive offices)

Chantal Schutz, Chief Financial Officer

550-510

Burrard Street, Vancouver, British Columbia, Canada, V6C 3A8

(604)

669-9973

(Name,

telephone, e-mail

and/or facsimile number and address of company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock	MCLD	NASDAQ
Common Stock	MCLD	TSXV
Warrants	MCLD.W	NASDAQ
Warrants	MCLD.WT	TSXV
Debentures	MCLD.DB	TSXV

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

The number of outstanding shares of each class of capital or common stock as of April 4, 2022 was:

16,150,100

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,

a non-accelerated

filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in

Rule 12b-2

of the Exchange Act. (Check one):

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☐

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ Yes ☒ No

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


U.S. GAAP ☐		IFRS ☒		Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

Indicate by check mark whether the registrant is a shell company (as defined in

Rule 12b-2

of the Exchange Act). Yes ☐ No ☒


Auditor Firm ID: 85		Auditor Name: KPMG LLP		Auditor Location: Calgary, Alberta Canada

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment No. 1”) to the Annual Report on Form

20-F

for the fiscal year ended December 31, 2021, initially filed on May 2, 2022 (the “Original Filing”) is being filed solely to include (i) Exhibits 12.1 and 12.2, and (ii) Exhibits 13.1 and 13.2, which were omitted in the Original Filing due to a clerical error.

Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restate any other items or disclosures contained in the Original Filing and does not reflect events occurring after the date of the Original Filing. This Amendment No. 1 consists solely of the cover page, this explanatory note, the exhibit index and the exhibits filed herewith.


Exhibit Number		Exhibit Description

1.1+		Certificate of Incorporation and Articles, as amended and the Notice of Articles of the Company.

4.1+		Credit agreement dated August 7, 2019 between the Company and Private Debt Fund VI LP

4.2+		Form of Credit facility agreement dated between the Company and ATB Financial

4.3+		Amalgamation agreement dated July 11, 2019 among the Company, 2199027 Alberta Ltd. and Fulcrum Automation Technologies Ltd. (incorporated by reference to Exhibit 99.30 of the Registrant’s Registration Statement on Form 40-F filed with the Commission on September 22, 2021)

4.4+		Amending agreement dated April 22, 2019 between the Company and Agnity Global Inc. (incorporated by reference to Exhibit 99.29 of the Registrant’s Registration Statement on Form 40-F filed with the Commission on September 22, 2021)

4.5+		Warrant Indenture dated January 14, 2020 between the Company and AST Trust Company (Canada) (incorporated by reference to Exhibit 99.2 of the Registrant’s Registration Statement on Form 40-F filed with the Commission on September 22, 2021)

4.6+		Loan Agreement dated January 21, 2019 between the Company and Flow Capital Corp. (incorporated by reference to Exhibit 99.27 of the Registrant’s Registration Statement on Form 40-F filed with the Commission on September 22, 2021)

4.7+		Warrant Indenture dated July 6, 2020 between the Company and AST Trust Company (Canada) (incorporated by reference to Exhibit 99.103 of the Registrant’s Registration Statement on Form 40-F filed with the Commission on September 22, 2021)

8.1+		Subsidiaries

12.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

12.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

13.1*		Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13.2*		Certifications of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

15.1+		Consent of KPMG LLP

99.1+		Annual Information Form for the fiscal year ended December 31, 2021 (incorporated by reference to Exhibit 99.3 of the Registrants Report on Form 6-K filed with the Commission on April 4, 2022)

99.2+		Audited Annual Consolidated Financial Statements for the fiscal year ended December 31, 2021


99.3+		Management’s Discussion and Analysis for the fiscal year ended December 31, 2021 (incorporated by reference to Exhibit 99.2 of the Registrants Report on Form 6-K filed with the Commission on April 4, 2022)

101		Interactive Data File (formatted as Inline XBRL)

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


By:		/s/ Russel H. McMeekin
Name:		Russel H. McMeekin
Title:		Chief Executive Officer, President and Director