S-8

Registration No. 333-

As filed with the Securities and Exchange Commission on April 15, 2024

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)

Province of Alberta
(State or other jurisdiction of incorporation or organization) Not Applicable
(I.R.S. Employer Identification No.)

#300, 919 – 11 Avenue SW

Calgary, AB, Canada 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

19 West 44th Street, Suite 200 New York, NY 10036

(Name and address of agent for service)

(800) 927-9800

(Telephone number, including area code, of agent for service)

With a copy to:

  Doreen E. Lilienfeld, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
(212) 848-4000

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.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o
	Emerging growth company o

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. o

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 8,000,000 additional common shares, no par value per share (“Common Shares”), 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 Common Shares (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, or 893,926 shares of Common Shares 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 Form S-8 on September 19, 2022 (the “First Registration Statement”). On January 19, 2022, the Registrant registered 21,118,760 additional Common Shares (on a pre-Share Consolidation basis, 2,111,876 Common Shares 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 Form S-8 on September 19, 2022 (the “Second Registration Statement”). On September 19, 2022, the Registrant registered 180,000 additional Common Shares 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 (the “Third Registration Statement”). On January 17, 2023, the Registrant registered 10,000,000 additional Common Shares in connection with the Plan on its registration statement on Form S-8 (File No. 333-269242) filed with the Commission on January 17, 2023 (together with the First Registration Statement, the Second Registration Statement and the Third 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, January 19, 2022 (each as amended on September 19, 2022, and filed on September 19, 2022) and January 17, 2023 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

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission are hereby incorporated by reference:

(a) The Registrant’s Annual Report on Form 40-F for the year ended December 31, 2023, as filed with the Commission on March 21, 2024 (Commission File No. 001-39005).

(b) The Reports on Form 6-K furnished by the Registrant to the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act on the following dates: April 2, 2024, March 21, 2024 and March 1, 2024.

(c) The description of securities registered under Section 12 of the Exchange Act included as Exhibit 2.2 of the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2022, as filed with the Commission on April 24, 2023 (Commission File No. 001-39005).

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents, provided, however, that the Registrant is not incorporating by reference any information in these documents or filings that is deemed “furnished” to and not filed with the Commission (except for documents or information deemed to have been specifically incorporated by reference as discussed in (3) above).

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibit Number	Description
4.1	The Registrant’s Articles of Incorporation, as currently in effect (incorporated by reference to exhibit 4.1 to the Registrant’s Registration Statement on Form S-8, filed with the Commission on August 9, 2019 (File No. 333-233156))
4.2	The Registrant’s bylaws, as currently in effect (incorporated by reference to exhibit 3.2 to the Registrant’s registration statement on Form F-1/A, filed with the Commission on July 23, 2019 (File No. 333-232573))
4.3	Sundial Growers Inc. Restricted and Performance Share Unit Plan July 29, 2019 (incorporated by reference to Exhibit 4.2 to the  Registrant’s registration statement on Form S-8, filed with the Commission on August 8, 2019 (File No. 333-233156))
5.1*	Opinion of McCarthy Tétrault LLP, with respect to the legality of the securities being registered
23.1*	Consent of McCarthy Tétrault LLP (included in the opinion filed as Exhibit 5.1)
23.2*	Consent of Marcum LLP, independent registered public accounting firm
24.1*	Power of Attorney (contained on the signature page hereto)
107.1*	Filing Fee Table

* 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 15th day of April, 2024.

SNDL INC.
By:	/s/ Zachary George
Name: Zachary George
Title: Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Zachary George, Alberto Paredero Quiros and Matthew Husson 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 15th day of April, 2024 by the following persons in the following capacities:

Signature	Title
/s/ Zachary George	Chief Executive Officer and Director (Principal Executive Officer)
Zachary George
/s/ Alberto Paredero Quiros	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Alberto Paredero Quiros
	Non-Executive Chairman and Director
Greg Mills
/s/ Gregory Turnbull	Director
Gregory Turnbull
/s/ Lori Ell	Director
Lori Ell
/s/ Bryan Pinney	Director
Bryan Pinney
		Director
Frank Krasovec

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 April 15, 2024.

/s/ Donald J. Puglisi

Donald J. Puglisi

Managing Director, Puglisi & Associates

EX-5.1

Exhibit 5.1

McCarthy Tétrault LLP

Suite 4000, 421 7th Avenue SW

Calgary AB T2P 4K9

Canada

April 15, 2024

SNDL Inc.
#300, 919 – 11 Avenue SW
Calgary, Alberta T2R 1P3
Canada

Dear Sirs/Mesdames:

Re: SNDL Inc. – Registration Statement on Form S-8

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:

(a) the genuineness of the signatures of and the authority of the persons signing documents examined by us;

(b) the authenticity of all documents examined by us which were submitted to us as originals;

(c) the conformity to authentic original documents of all documents examined by us which were submitted to us as certified, conformed, facsimile or photostatic copies of original documents and of all documents electronically retrieved; and

(d) that the minute books, including the securities registers, of the Corporation reviewed by us are complete and accurate in all respects.

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:

(a) a certificate dated April 15, 2024 of an officer of the Corporation as to certain factual matters relating to the Corporation (the “Officer’s Certificate”);

(b) the Registration Statement; and

(c) the Plan.

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

EX-23.2

Exhibit 23.2

Independent Registered Public Accounting Firm’s Consent

We consent to the incorporation by reference in this Registration Statement of SNDL Inc. on Form S-8 of our report dated March 20, 2024 with respect to our audits of the consolidated financial statements of SNDL Inc. as of December 31, 2023 and 2022 and for each of the two years in the period ended December 31, 2023 and our report dated March 20, 2024 with respect to our audit of internal control over financial reporting of SNDL Inc. as of December 31, 2023 appearing in the Annual Report on Form 40-F of SNDL Inc. for the year ended December 31, 2023.

Our report on the effectiveness of internal control over financial reporting expressed an adverse opinion because of the existence of a material weakness.

/s/ Marcum llp

Marcum llp

New York, NY

April 12, 2024

EX-FILING FEES

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

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Shares, no par value	Other (1)	8,000,000 (2)(3)	$2.04 (1)	$16,320,000 (1)	0.00014760	$2,408.83
Total Offering Amounts							$2,408.83
Total Fee Offsets							$0
Net Fee Due							$2,408.83

(1) Estimated pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended (the “Securities Act”) solely for the purpose of calculating the registration fee, based upon the average of the high and low prices for common shares of SNDL Inc., no par value (“Common Shares”), quoted on the Nasdaq Capital Market on April 11, 2024.

(2) Represents additional Common Shares reserved for issuance under the Sundial Growers Inc. Restricted and Performance Share Unit Plan July 29, 2019 (the “Plan”).

(3) Pursuant to Rule 416(a) of the Securities Act, this Registration Statement shall also cover any additional Common Shares that become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction that results in an increase in the number of outstanding Common Shares.