UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 2)

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

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. 2 (“Amendment No. 2”) 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”) and amended on May 12, 2022 (“Amendment No. 1”) is being filed solely to update (i) the Cross Reference table to Form 20-F, (ii) Item 15 in the body of the original Filing, and (iii) Exhibits 99.2 and 99.3.

Other than as expressly set forth above, this Amendment No. 2 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.

CROSS REFERENCE TO FORM

20-F

Item No.	Item Description	Exhibit	Page(s)
Item 1	Identity of Directors, Senior Management and Advisers	N/A
Item 2	Offer Statistics and Expected Timetable	N/A
Item 3	Key Information
A	[Reserved]	N/A
		99.2	1-6
		99.3	25-26
B	Capitalization and indebtedness	99.2	18-19
C	Reasons for the offer and use of proceeds	N/A
D	Risk factors	99.1	36-50
Item 4	Information on the Company
A	History and development of the company	99.1	9-25
B	Business overview	99.1	26-36
C	Organizational structure	99.1	12
D	Property, plants and equipment	99.1	35
Item 4A	Unresolved Staff Comments	N/A
Item 5	Operating and Financial Review and Prospects
A	Operating results	99.3	26-37
B	Liquidity and capital resources	99.3	37-40
C	Research and development, patents and licenses, etc.	99.1	30-35
D	Trend information	99.3	39
E	Off-balance sheet arrangements	99.3	47
F	Tabular disclosure of contractual obligations	99.3	39-41
G	Safe harbor	99.3	18-22

		99.3	51-52
Item 6	Directors, Senior Management and Employees
A	Directors and senior management	99.1	55-59
B	Compensation	99.1	59-65
C	Board practices	99.1	65-67
D	Employees	99.1	34-35
E	Share ownership	99.1	55-57
Item 7	Major Shareholders and Related Party Transactions
A	Major shareholders	99.1	67-68
B	Related party transactions	99.2	37-38
		99.3	43-44
C	Interests of experts and counsel	N/A
Item 8	Financial Information
A	Consolidated statements and other financial information	99.1	26-27
		99.2	1-6
		99.3	25-38
B	Significant changes	N/A
Item 9	The Offer and Listing
A	Offering and listing details	99.1	50-55
B	Plan of distribution	N/A
C	Markets	99.1	52-55
D	Selling shareholders	N/A
E	Dilution	N/A
F	Expenses of the issue	N/A

Item 10	Additional Information
A	Share capital	N/A
B	Memorandum and articles of association	99.1	9-10
C	Material contracts	99.1	70
		99.3	18-21
D	Exchange controls	N/A
E	Taxation	(1)
F	Dividends and paying agents	N/A
G	Statement by experts	N/A
H	Documents on display	99.1	70
I	Subsidiary information	N/A
Item 11	Quantitative and Qualitative Disclosures About Market Risk	99.3	42-43
Item 12	Description of Securities Other than Equity Securities
A	Debt securities	N/A
B	Warrants and rights	N/A
C	Other securities	N/A
D	American depositary shares	N/A
Item 13	Defaults, Dividend Arrearages and Delinquencies	99.1	48-49, 69
Item 14	Material Modifications to the Rights of Security Holders and Use of Proceeds	N/A
Item 15	Controls and Procedures	(1)
Item 16	[Reserved]
Item 16A	Audit Committee Financial Expert	99.1	65-67
Item 16B	Code of Ethics	99.1	68
Item 16C	Principal Accountant Fees and Services	99.1	67, 71-78
Item 16D	Exemptions from the Listing Standards for Audit Committees	N/A
Item 16E	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	99.1	53
Item 16F	Change in Registrant’s Certifying Accountant	N/A

Item 16G	Corporate Governance	(1)
Item 16H	Mine Safety Disclosure	N/A
Item 17	Financial Statements	N/A
Item 18	Financial Statements	99.2	1-60
Item 19	Exhibits	Exhibit Index	Exhibit Index

ITEM 15

Disclosure Controls and Procedures

It is the conclusion of our Chief Executive Officer and Chief Financial Officer that our Company’s disclosure controls and procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e)), based on their evaluation of these controls and procedures as of the end of the period covered by this annual report, are ineffective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures are ineffective for the reasons described on page 46 of Exhibit 99.3.

The Registrant’s principal executive officer and principal financial officer do not expect that the Registrant’s disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Management’s annual report on internal control over financial reporting

This annual report does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by rules of the SEC for newly public companies.

Please also refer to pages 47-49 of Exhibit 99.3 for Management’s discussion on internal control over financial reporting.

Attestation report of the registered public accounting firm

This annual report does not include an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control over Financial Reporting

Management has not evaluated changes in internal controls over financial reporting that occurred during the period due to the transition period established by the rules of the SEC for newly public companies as described above.

EXHIBIT INDEX

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 (amended)
99.3+	Management’s Discussion and Analysis for the fiscal year ended December 31, 2021 (amended) (incorporated by reference to Exhibit 99.1 of the Registrants Report on Form 6-K filed with the Commission on August 22, 2022)

101.INS*	Inline XBRL Instance Document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

+ Previously Filed

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Amendment No. 2 to this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

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

Date: August 22, 2022