0001279569-23-000410.txt : 20230404 0001279569-23-000410.hdr.sgml : 20230404 20230403181333 ACCESSION NUMBER: 0001279569-23-000410 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230403 FILED AS OF DATE: 20230404 DATE AS OF CHANGE: 20230403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: mCloud Technologies Corp. CENTRAL INDEX KEY: 0001756499 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40745 FILM NUMBER: 23794268 BUSINESS ADDRESS: STREET 1: 550-510 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3A8 BUSINESS PHONE: 604-669-9973 MAIL ADDRESS: STREET 1: 550-510 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3A8 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL mCLOUD CORP. DATE OF NAME CHANGE: 20181019 6-K 1 mcloud6k.htm FORM 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2023

Commission File Number: 001-40745

 

 

MCLOUD TECHNOLOGIES CORP.

(Registrant)

 

 

 

550-510 Burrard Street

Vancouver, BC V6C 3A8

(Address of Principal Executive Offices) 

 

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☐            Form 40-F  ☒

 

 

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

             
        MCLOUD TECHNOLOGIES CORP.
        (Registrant)
       
Date: April 3, 2023       By  

/s/ Russel H. McMeekin

            Russel H. McMeekin
            Chief Executive Officer

 

 
 

EXHIBIT INDEX

     

Exhibit

   Description of Exhibit
   
99.1   Material Change Report dated April 3, 2023

 

 EX-99.1 2 ex991.htm MATERIAL CHANGE REPORT

EXHIBIT 99.1

 

 

 

FORM 51-102F3

MATERIAL CHANGE REPORT

 

1.Name and Address of Issuer:

mCloud Technologies Corp. (the "Company")

550-510 Burrard Street

Vancouver, British Columbia V6C 3A8

Canada

 

2.Date of Material Change:

April 3, 2023.

3.News Release:

The news release was issued and disseminated on April 3, 2023 and subsequently filed on SEDAR.

4.Summary of Material Change:

On April 3, 2023, the Company announced that as a result of being unable to file its annual financial statements, accompanying management's discussion and analysis, related CEO and CFO certifications and annual information form for the financial year ended December 31, 2022 (collectively, the "Annual Filings") prior to the deadline for the filing of such documents under National Instrument 51-102 Continuous Disclosure Obligations, being March 31, 2023, it applied for and was granted a Management Cease Trade Order (the "MCTO") by the British Columbia Securities Commission.

5.5.1 – Full Description of Material Change:

The MCTO restricts the Chief Executive Officer and the Chief Financial Officer of the Company from any direct or indirect trading in securities of the Company for so long as the Annual Filings are not filed. The issuance of the MCTO does not affect the ability of persons other than the Chief Executive Officer and the Chief Financial Officer of the Company to trade in the Company's securities.

As a result of recent unexpected departures of key finance employees, the Company experienced delays in its ability to complete internal pre-audit procedures associated with the audit process. Those delays in turn delayed the ability of the Company's external auditor to commence its audit procedures. The Company has now substantially resolved these issues and is working expeditiously to complete the Annual Filings, with the goal of completing the Annual Filings as quickly as possible, and in any event on or before May 30, 2023 in accordance with the terms of the MCTO.

 

The Company confirmed that it intends to satisfy the provisions of the alternative information guidelines contained in National Policy 12-203 Management Cease Trade Orders for so long as it remains in default as a result of the late filing of the Annual Filings. During the period of default, the Company will issue bi-weekly default status reports in the form of further press releases, which will also be filed on SEDAR. The Company confirmed that there are no insolvency proceedings against it as of April 3, 2023. The Company also confirmed that there is no other material information concerning the affairs of the Company that had not been generally disclosed as of April 3, 2023.

 

5.2 – Disclosure for Restructuring Transactions:

Not applicable.

6.Reliance on subsection 7.1(2) of National Instrument 51-102:

Not applicable.

7.Omitted Information:

No significant facts remain confidential in, and no information has been omitted from, this report.

8.Executive Officer:

For further information, please contact Russel McMeekin, Chief Executive Officer, at 1.780.733.7550.

9.Date of Report:

April 3, 2023.