6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OFTHE

SECURITIES EXCHANGE ACT OF 1934

For the month of January 2023

Commission File Number 001-39005

SNDL INC.

(Registrant’s name)

#300, 919 - 11 Avenue SW

Calgary, AB T2R 1P3

Tel.: (403) 948-5227

(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  ☐

---

INCORPORATION BY REFERENCE

---

This report on Form 6-K shall be deemed to be incorporated by reference in SNDL Inc.’s registration statements on Form F-3 (File No. 333-253169 and File No. 333-253813) and Form S-8 (File No. 333-233156, File No. 333-262233, File No. 333-267510 and File No. 333-269242) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

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.

	SNDL INC.
Date: January 27, 2023	By:	/s/ Jim Keough
	Name:	Jim Keough
	Title:	Chief Financial Officer

EXHIBIT

Exhibit	Description of Exhibit
99.1	Form 51-102F3 Material Change Report
99.2	Form 62-103F1 Early Warning Report

Exhibit 99.1

FORM 51-102F3

MATERIALCHANGE REPORT

Item 1	Name and Address of Company
	SNDL Inc. (“SNDL”)
	#300,<br> 919 - 11th Avenue SW
	Calgary, Alberta T2R 1P3
Item 2	Date of Material Change
	<br>January 17, 2023
Item 3	News Release
	A press release with respect to the material change referred to in this report was issued and disseminated through the facilities of recognized newswire services on January 17, 2023 and subsequently filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”).
Item 4	Summary of Material Change
	On January 17, 2023, by way of a plan of arrangement under Section 192 of the Canada Business Corporations Act (the “CBCA”) and pursuant to the terms of an arrangement agreement dated August 22, 2022 (the “Arrangement Agreement”), SNDL acquired all of the outstanding common shares (the “Company Shares”)  in the capital of The Valens Company Inc. (the “Company”), other than those already held by SNDL or its subsidiaries.
Item 5.1	Full Description of Material Change
	On January 17, 2023, SNDL completed the previously announced acquisition of the Company pursuant to a plan of arrangement under Section 192 of the CBCA (the “Arrangement”). Pursuant to the Arrangement, SNDL acquired all the issued and outstanding Company Shares, other than those already held by SNDL and its subsidiaries, and the relevant holders of Company Shares were entitled to receive, for each Company Share held, 0.3334 common shares in the capital of SNDL (each whole share, a “Purchaser Share”). The aggregate consideration delivered pursuant to the Arrangement for the Company Shares was 27,605,824 Purchaser Shares (after taking into account Company Shares issued pursuant to certain change of control entitlements and the acceleration of outstanding restricted share units and deferred share units of the Company in accordance with its equity-based compensation plan).
	In<br> connection with the Arrangement, the Company Shares were de-listed from the Toronto Stock Exchange and the Nasdaq Capital Market<br> shortly after the closing of the Arrangement. The Company has applied or will apply to cease to be a reporting issuer under applicable<br> Canadian securities laws.
	Further details regarding the terms of the Arrangement and the transactions related thereto are set out in the Arrangement Agreement. The Arrangement Agreement and related documents have been filed under SNDL’s profile on SEDAR at www.sedar.com.
---	---
Item 5.2	Disclosure For Restructuring Transaction<br><br> <br>****
	Not applicable.
Item 6	Reliance on Subsection 7.1(2) of National Instrument 51-102<br><br> <br>****
	Not applicable.
Item 7	Omitted Information<br><br> <br>****
	Not applicable.
Item 8	Executive Officer<br><br> <br>****
	For<br> further information contact:
	Kristine<br> Dow, General Counsel & Corporate Secretary
	1-403-948-5227
Item 9	Date of Report<br><br> <br>****
	January<br> 23, 2023

Exhibit 99.2

FORM62-103F1

EARLYWARNING REPORT

Item 1 – Security and Reporting Issuer

1.1	State the designation of securities to which this report relates and the nameand address of the head office of the issuer of the securities.

Common shares (the “Company Shares”) of

The Valens Company Inc. (the “Company”)

96 Spadina Ave, Suite 400

Toronto, Ontario M5V 2J6

1.2	State the name of the market in which the transaction or other occurrence thattriggered the requirement to file this report took place.

The transaction occurred by way of a court-approved plan of arrangement (the “Arrangement”) under Section 192 of the Canada Business CorporationsAct (“CBCA”) and involved the acquisition by the Purchaser (as defined below) of all of the outstanding Company Shares (other than those held by the Purchaser and its subsidiaries). The Company Shares were listed on (a) the Toronto Stock Exchange (“TSX”) and (b) the Nasdaq Capital Market (“Nasdaq”), each under the symbol “VLNS”, at the time of acquisition.

Item 2 – Identity of the Acquiror

2.1	State the name and address of the acquiror.

SNDL Inc. (the “Purchaser”)

#300, 919 - 11th Avenue SW

Calgary, Alberta T2R 1P3

2.2	State the date of the transaction or other occurrence that triggered the requirementto file this report and briefly describe the transaction or other occurrence.

The Arrangement closed on January 17, 2023. The Purchaser acquired all of the outstanding Company Shares pursuant to the Arrangement (other than those held by the Purchaser and its subsidiaries).

The Arrangement was completed pursuant to the terms of an arrangement agreement dated August 22, 2022 between the Purchaser and the Company (the “Arrangement Agreement”). Under the terms of the Arrangement Agreement, each holder of Company Shares (other than the Purchaser and its subsidiaries) received, in exchange for each Company Share held, 0.3334 (the “Exchange Ratio”) common shares in the capital of the Purchaser (each whole share, a “Purchaser Share”).

2.3	State the name of any joint actors.

Not applicable.

Item 3 – Interest in Securities of the Reporting Issuer

3.1	State the designation and number or principal amount of securities acquired ordisposed of that triggered the requirement to file this report and the change in the acquiror's securityholding percentage in the classof securities.

Pursuant to the Arrangement, the Purchaser acquired 76,277,757 Company Shares, representing all of the issued and outstanding shares in the capital of the Company at the effective time of the Arrangement (other than those already held by the Purchaser and its subsidiaries). Immediately prior to the completion of the matters contemplated by the Arrangement Agreement, the Purchaser held in aggregate 6,523,766 Company Shares, representing approximately 8.1% of the Company’s then issued and outstanding Company Shares as at the applicable time**.**

3.2	State whether the acquiror acquired or disposed ownership of, or acquired orceased to have control over, the securities that triggered the requirement to file this report.

See Item 3.1.

3.3	If the transaction involved a securities lending arrangement, state that fact.

Not applicable.

3.4	State the designation and number or principal amount of securities and the acquiror'ssecurityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggeredthe requirement to file this report.

Immediately prior to the completion of the matters contemplated by the Arrangement Agreement, the Purchaser held in aggregate 6,523,766 Company Shares, representing approximately 8.1% of the Company’s then issued and outstanding Company Shares as at the applicable time. As at January 17, 2023, upon completion of the Arrangement, the Purchaser held 82,801,523 Company Shares, being 100% of the outstanding Company Shares.

3.5	State the designation and number or principal amount of securities and the acquiror'ssecurityholding percentage in the class of securities referred to in Item 3.4 over which
(a)	the acquiror, either alone or together with any joint actors, has ownership andcontrol,
---	---

As at January 17, 2023, upon completion of the Arrangement, the Purchaser held 100% of the issued and outstanding Company Shares, being 82,801,523 Company Shares.

(b)	theacquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiroror any joint actor, and

Not applicable.

(c)	theacquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.

Not applicable.

3.6	If the acquiror or any of its joint actors has an interest in, or right or obligationassociated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is requiredunder this item, describe the material terms of the related financial instrument and its impact on the acquiror's securityholdings.

Not applicable.

3.7

If the acquiror or any of its joint actors is a party to a securities lendingarrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the materialterms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any rightto recall the securities or identical securities that have been transferred or lent under the arrangement.

Not applicable.

State if the securities lendingarrangement is subject to the exception provided in section 5.7 of NI 62-104.

Not applicable.

3.8	If the acquiror or any of its joint actors is a party to an agreement, arrangementor understanding that has the effect of altering, directly or indirectly, the acquiror's economic exposure to the security of the classof securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.

Not applicable.

Item 4 – Consideration Paid

4.1	State the value, in Canadian dollars, of any consideration paid or received persecurity and in total.

Holders of Company Shares (other than the Purchaser and its subsidiaries) received 0.3334 Purchaser Shares in exchange for each Company Share held. The closing trading price of a Purchaser Share on the Nasdaq as of the close of trading on January 13, 2023, the last trading date on the Nasdaq prior to the effective date of the Arrangement, was US$2.27 (approximately C$3.04). The aggregate consideration delivered pursuant to the Arrangement for the Company Shares was 27,605,824 Purchaser Shares (after taking into account Company Shares issued pursuant to certain change of control entitlements and the acceleration of outstanding restricted share units and deferred share units of the Company in accordance with its equity-based compensation plan). Based on the closing trading price of a Purchaser Share on the Nasdaq as of the close of trading on January 13, 2023, the value of the aggregate consideration delivered pursuant to the Arrangement for the Company Shares was US$62,665,220.48 (approximately C$83,921,704.96).

4.2	In the case of a transaction or other occurrence that did not take place on astock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose thenature and value, in Canadian dollars, of the consideration paid or received by the acquiror.

See Item 4.1.

4.3	If the securities were acquired or disposed of other than by purchase or sale,describe the method of acquisition or disposition.

The Company Shares were acquired pursuant to the Arrangement under Section 192 of the CBCA.

Item 5 – Purpose of the Transaction

State the purpose or purposesof the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer.

The Purchaser acquired all of the outstanding Company Shares pursuant to the Arrangement under the CBCA (other than those held by the Purchaser and its subsidiaries).

Describe any plans or futureintentions which the acquiror and any joint actors may have which relate to or would result in any of the following:

(a)	theacquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;

Not applicable.

(b)	a corporatetransaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;

Not applicable.

(c)	a saleor transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;

Not applicable.

(d)	a changein the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directorsor to fill any existing vacancy on the board;

In connection with the Arrangement, all of the directors of the Company are expected to cease to be directors, the number of directors of the Company is expected to be reduced to three and a new board of directors is expected to be appointed by the Purchaser as sole shareholder of the Company.

(e)	a materialchange in the present capitalization or dividend policy of the reporting issuer;

Not applicable.

(f)	a material change in thereporting issuer's business or corporate structure;

Not applicable, other than as set forth under Item 5(i) herein.

(g)	a changein the reporting issuer's charter, bylaws or similar instruments or another action which might impede the acquisition of control of thereporting issuer by any person or company;

Not applicable.

(h)	a classof securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;

The Company Shares were delisted from the TSX and from the Nasdaq shortly after the closing of the Arrangement.

(i)	the issuer ceasing to bea reporting issuer in any jurisdiction of Canada;

The Company will submit an application to cease to be a reporting issuer in each of the provinces of Canada.

(j)	a solicitation of proxiesfrom securityholders;

Not applicable.

(k)	an action similar to anyof those enumerated above.

Except as described above, the Company does not have any present plans or intentions that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 5 hereof. However, the Company reserves the right to change its plans and intentions at any time, as it deems appropriate.

Item 6 – Agreements, Arrangements,Commitments or Understandings With Respect to Securities of the Reporting Issuer

6.1

Describe the material terms of any agreements, arrangements, commitments or understandingsbetween the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities towhich this report relates, including but not limited to the transfer or the voting of any of the securities, finder's fees, joint ventures,loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include suchinformation for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give anotherperson voting power or investment power over such securities, except that disclosure of standard default and similar provisions containedin loan agreements need not be included.

Not applicable.

Item 7 – Change in Material Fact

7.1	If applicable, describe any change in a material fact set out in a previous report filed by the acquirorunder the early warning requirements or Part 4 in respect of the reporting issuer's securities.

Not applicable.

Item8 – Exemption

8.1	If the acquiror relies on an exemption from requirements in securities legislation applicable to formalbids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.

Not applicable.

Item 9 – Certification

Theacquirer must certify that the information is true and complete in every respect. In the case of an agent, the certification is basedon the agent's best knowledge, information and belief but the acquirer is still responsible for ensuring that the information filed bythe agent is true and complete.

This report must be signed by each personon whose behalf the report is filed or his authorized representative.

It is an offence to submit information that,in a material respect and at the time and in the light of the circumstances in which it is submitted, is misleading or untrue.

---

Certificate

I, as the acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.

DATED this 19th day of January, 2023.
SNDL INC.
By:	(signed) “Kristine Dow”)
<br>Name:	<br>Kristine Dow
Title:	General Counsel