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 August 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.
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MCLOUD TECHNOLOGIES CORP. |
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(Registrant) |
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Date:
August 21, 2023 |
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By |
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/s/ Russel H. McMeekin |
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Russel H. McMeekin |
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Chief Executive Officer |
EXHIBIT INDEX
EXHIBIT 99.1
mCloud Special
Committee Approves New Corporate Structure to Maximize Value from Exploration of Strategic Alternatives
- Approval enables process to
pursue a transaction structure involving the sale of certain mCloud and AssetCare assets resulting in the separation of mCloud's business
in two standalone parts: one part to focus on AssetCare and a second to independently focus on NGRAIN-related business
- An asset sale under this transaction
structure would include the divestment of assets, certain legal entities, and global strategic agreements associated with AssetCare-related
business for embedded AI-powered sustainability applications, with cash proceeds being used for payment of current mCloud obligations
- Such an asset sale would also
leave the wholly owned subsidiary NGRAIN and its highly regulated defense business with the current public company
- Transaction structure aimed
at maximizing shareholder value and expediting the Company's Strategic Process
SAN FRANCISCO, Aug.
21, 2023 /CNW/ - mCloud Technologies Corp. (Nasdaq: MCLD) (TSXV: MCLD) ("mCloud" or the "Company") a provider
of cloud technology solutions optimizing the performance, reliability and sustainability of energy-intensive assets today announced the
Company's special committee, composed of independent members of mCloud's Board of Directors (the "Special Committee"), in consultation
with financial advisor ATB Capital Markets Inc. ("ATB"), approved the process of pursuing the separation of the Company with
the intention of maximizing value and facilitating progress on the Company's exploration of strategic alternatives, originally announced
on March 29, 2023 (the Company's "Strategic Process").
This approval from
the Special Committee enables the pursuit of a potential transaction involving the sale of mCloud's broader industrial and commercial
business, including assets, certain legal entities, and global strategic agreements attributable to AssetCare for embedded AI-powered
sustainability applications while keeping all business activities subject to military, defense, and aerospace regulations in mCloud under
its wholly owned subsidiary, NGRAIN (Canada) Corporation ("NGRAIN").
NGRAIN is an aerospace
and defense technology company mCloud acquired in 2018. This structure would enable NGRAIN to remain focused on its highly regulated
defense business on a standalone basis and would fully retain the aerospace and defense revenues attributable to its business. These
revenues include long-standing, multi-year engagements with high profile customers.
This separation process
is expected to enable maximum shareholder value in a potential transaction. Cash proceeds from the asset sale would be used for payment
of current obligations of the Company. The Company intends to complete all necessary requirements to maintain compliance with requirements
for public listing, including the completion of an audit for the financial year ended December 31, 2022.
In parallel, the Special
Committee continues to investigate other potential transactions involving the entire business, including a sale of mCloud or the recapitalization
of the Company. There can be no assurances that any contemplated transaction will be completed or that any successful transaction will
result from the Strategic Process. Any potential transaction would remain subject to the satisfaction of certain customary closing conditions,
including the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange.
As a general update
on the Strategic Process, the Company today indicated it is currently working with various parties interested in the transaction structure
announced today. Since the Company has not raised any new capital since its last update on the Strategic Process on May 23, 2023, the
Company continues to closely manage its limited financial resources and continues to work closely with stakeholders on its current obligations,
including secured creditors, to ensure mCloud remains compliant with approved waivers and extensions from its lenders.
About mCloud Technologies
Corp.
mCloud is unlocking the untapped potential of energy-intensive assets with cloud-based solutions that curb energy waste, maximize
energy production, eliminate harmful emissions, and get the most out of critical energy infrastructure. Through mCloud's portfolio of
AssetCare® solutions, mCloud enables asset owners and operators in energy- and asset-intensive industries such as oil and gas, wind,
and commercial facilities to use cloud-based digital twins, AI, and analytics to optimize asset performance, reliability, and sustainability.
mCloud has a worldwide presence with offices in North America, Europe, the Middle East, and Asia-Pacific. mCloud's common shares trade
in the United States on Nasdaq and in Canada on the TSX Venture Exchange under the symbol MCLD. Visit mcloudcorp.com to learn more.
Forward-Looking
Information and Statements
This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities
legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe
harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking
statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs
regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control.
Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology
such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could",
"would", "might" or "will be taken", "will continue", "will occur" or "will be
achieved". The forward-looking information contained herein includes information concerning NGRAIN, the expected shareholder value
from any proposed transaction involving the separation of the Company's business activities, the timing of any potential transaction,
and the timing of payments for current obligations.
By identifying such
information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known
and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements
of the Company to be materially different from those expressed or implied by such information and statements.
A more complete discussion
of the risks and uncertainties facing the Company appears in the Company's Annual Information Form and other continuous disclosure filings,
which are available on SEDAR at www.sedar.com and EDGAR at www.sec.gov. Although the Company has attempted to identify important factors
that could cause actual results to differ materially from those contained in the forward-looking information and forward-looking statements,
there may be other factors that cause results not to be as anticipated, estimated or intended.
In connection with
the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions.
Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking
information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or
guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking
statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update
any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with
applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to the Company or
persons acting on its behalf is expressly qualified in its entirety by this notice.
Neither TSX Venture
Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility
for the adequacy or accuracy of this release.
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SOURCE mCloud Technologies
Corp.
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%CIK: 0001756499
For further information: Barry Po,
Chief Marketing Officer, mCloud Technologies Corp., T: 866-420-1781, ir@mcloudcorp.com;
CO: mCloud Technologies
Corp.
CNW 23:55e 21-AUG-23
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