Registration No. 333-

As filed with the Securities and Exchange Commission on January 13, 2023

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

Registration Statement
under
The Securities Act of 1933

SNDL INC.

(Exact name of registrant as specified in its charter)

#300, 919 – 11 Avenue SW

Calgary, AB T2R 1P3

(403) 948-5227

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

SUNDIAL GROWERS INC. RESTRICTED AND PERFORMANCE SHARE UNIT PLAN JULY 29, 2019

(Full title of the plan)

Corporation Service Company

1180 Avenue of the Americas, Suite 210

New York, NY 10036-8401

Telephone: +1 800 927 9801

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, 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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

SNDL Inc. (the “Registrant”) is filing this registration statement on Form S-8 pursuant to and in accordance with General Instruction E of Form S-8 to register 10,000,000 additional Common Shares, no par value per share (the “Common Stock”), for issuance under the Sundial Growers Inc. Restricted and Performance Share Unit Plan July 29, 2019 (the “Plan”). The Registrant first registered the offer and sale of 8,939,255 shares of the Common Stock (without giving effect to the Registrant’s 10-for-1 share consolidation that became effective on July 25, 2022 (the “Share Consolidation”) on a pre-Share Consolidation basis, 893,926 shares of Common Stock on a post-Share Consolidation basis) in connection with the Plan on its registration statement on Form S-8 (File No. 333-233156) filed with the Securities and Exchange Commission (the “Commission”) on August 8, 2019, subsequently amended by post-effective amendment on the Form S-8 on September 19, 2022 (the “First Registration Statement”). On January 19, 2022, the Registrant registered 21,118,760 additional shares of Common Stock (on a pre-Share Consolidation basis, 2,111,876 shares of Common Stock on a post-Share Consolidation basis) in connection with the Plan on its registration statement on Form S-8 (File No. 333-262233) filed with the Commission, which was subsequently amended by post-effective amendment on the Form S-8 on September 19, 2022 (the “Second Registration Statement”). On September 19, 2022, the Registrant registered 180,000 additional shares of Common Stock in connection with the Plan on its registration statement on Form S-8 (File No. 333-267510) filed with the Commission on September 19, 2022 (together with the First Registration Statement and the Second Registration Statement, the “Prior Registration Statements”).

In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statements filed on August 8, 2019 and January 19, 2022, each as amended on September 19, 2022, and filed on September 19, 2022, are hereby incorporated by reference. Only those items of Form S-8 containing new information not contained in the Prior Registration Statements are presented herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Canaan, State of Connecticut, on this 13^th day of January, 2023.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Zachary George and James Keough as his or her true and lawful attorney-in-fact and agent, upon the action of any such appointee, with full power of substitution and re-substitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which each of said attorneys-in-fact and agents may deem necessary or advisable in order to enable SNDL Inc. to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with the filing with the Commission of this registration statement on Form S-8 (“Registration Statement”) under the Securities Act, including specifically, but without limitation, power and authority to sign the name of the undersigned to such registration Statement and any amendments to such Registration Statement (including post-effective amendments), to file the same with all exhibits thereto and other documents in connection therewith with the Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same together with other documents in connection therewith with the appropriate state securities authorities, granting unto each of said attorneys-in-fact and agents full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed this 13th day of January, 2023 by the following persons in the following capacities:

AUTHORIZED UNITED STATES REPRESENTATIVE

Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed below by the undersigned, solely in its capacity as the Registrant’s duly authorized representative in the United States, on January 13th, 2023.

Exhibit 5.1

January 13, 2023

Dear Sirs/Mesdames:

We are acting as Canadian counsel to SNDL Inc. (the “Corporation”), a corporation incorporated under the Business Corporations Act (Alberta), in connection with the registration made pursuant to the Form S-8 (the “Registration Statement”), filed by the Corporation with the Securities and Exchange Commission (the “SEC”) under the United States Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the number of common shares of the Corporation as specified in the Registration Statement (the “Shares”). This opinion letter is being delivered in connection with the Registration Statement, to which it appears as an exhibit, in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K of the Securities Act.

Scope of Review

We understand that the Shares are to be issued to certain directors, officers, employees and advisors of the Corporation, as described in the Registration Statement, pursuant to the terms of the Corporation’s Restricted and Performance Share Unit Plan (the “Plan”), substantially in the form filed as an exhibit to the Registration Statement.

We have examined such statutes, public records, corporate records and documents, have considered such matters of law and have made such enquiries of officers of the Corporation and other persons as we have considered appropriate or necessary as the basis of the opinions expressed herein.

In all such examinations we have assumed:

mccarthy.ca

As to various questions of fact material to such opinions which were not independently established, we have relied upon the Officer’s Certificate (as defined herein), government officials, regulatory authorities and certain other persons. In particular, we have relied as to certain matters of fact on:

While we have not performed an independent check or verification of all of the facts set out in such documents, nothing has come to our attention that leads us to believe that such documents or certificates are incorrect in any way. Other than our review of the Officer’s Certificate and the Plan, and our current files for the Corporation related to this matter and inquiries of lawyers of our firm who are responsible for files related to the Corporation, we have not undertaken any special or independent investigation to confirm the accuracy of the facts contained in such materials or to determine the existence or absence of any other facts or circumstances relating to the Corporation.

Qualifications and Assumptions

Our opinion is given to you as of the effective date of the Registration Statement as determined by the SEC and we disclaim any obligation to advise you of any change after such date in or affecting any matter set forth herein.

Applicable Law

The opinions expressed below are limited to the laws of the Province of Alberta and the federal laws of Canada applicable therein, as such laws exist and are construed as at the date hereof.

Opinions

Based and relying on the foregoing, and subject to the qualifications and assumptions herein set forth, we are of the opinion that the Shares have been duly authorized and, when such Shares are issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

This opinion is rendered to you in connection with the filing of the Registration Statement with the SEC and may not be relied upon by you for any other purpose without our prior written consent. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Corporation, the Registration Statement or the Shares. Whenever our opinion refers to securities of the Corporation, whether issued or to be issued, as being “fully paid”, no opinion is expressed as to the adequacy of any consideration received by the Corporation therefor.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC.

This opinion is given solely for the use and benefit with respect to the Registration Statement, and may not be relied on by, nor may copies be delivered to any other person without our prior express written consent.

Yours truly,

/s/ McCarthy Tétrault LLP

mccarthy.ca

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Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

KPMG LLP

205 5th Avenue SW

Suite 3100

Calgary AB T2P 4B9

Tel (403) 691-8000

Fax (403) 691-8008

www.kpmg.ca

Consent of Independent Registered Public Accounting Firm

The Board of Directors of SNDL Inc. (formerly Sundial Growers Inc.)

We consent to the use of our report dated April 27, 2022, on the consolidated financial statements of SNDL Inc., which comprise the consolidated statements of financial position as at December 31, 2021 and 2020, the related consolidated statements of loss and comprehensive loss, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes, and our report dated April 27, 2022 on the effectiveness of internal control over financial reporting as of December 31, 2021, which are incorporated by reference in the registration statement on Form S-8 dated January 13, 2023 of SNDL Inc.

/s/ KPMG LLP

Chartered Professional Accountants

January 13, 2023

Calgary, Canada

Exhibit 23.3

Consent of Independent Auditors

We hereby consent to the incorporation by reference in this registration statement on Form S-8 of SNDL Inc. of our report dated September 19, 2022 relating to the consolidated financial statements of Alcanna Inc., which appears in the Current Report on Form 6-K of SNDL Inc. dated September 19, 2022.

/s/PricewaterhouseCoopers LLP

Chartered Professional Accountants

Edmonton, Alberta
January 13, 2023

PricewaterhouseCoopers LLP
Stantec Tower, 10220 103 Avenue NW, 22nd Floor, Edmonton, Alberta, Canada T5J 0K4
T: +1 780 441 6700, F: +1 780 441 6776, www.pwc.com/ca

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

Exhibit 107.1

CALCULATION OF FILING FEE TABLE

S-8

(Form Type)

SNDL Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities