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June 13, 2023
Stephen Ruffini
Chief Financial Officer
Village Farms International, Inc.
4700-80th Street
Delta, British Columbia, Canada
V4K 3N3
Re:Village Farms International, Inc.
Form 10-K for the Year Ended December 31, 2022
Filed March 9, 2023
Item 2.02 Form 8-K filed March 9, 2023
Response dated May 17, 2023
File No. 001-38783
Dear Stephen Ruffini:
            We have reviewed your May 17, 2023 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
April 5, 2023 letter.
Form 10-K for the Year Ended December 31, 2022
Managment's Discussion and Analysis
Non-GAAP Measures
Reconciliation of Net Income to Adjusted EBITDA, page 61
1.We note your response to prior comment 4 regarding your adjustments to remove the loss
on the write down of inventory to net realizable value and the share of loss on JV
inventory impairment.  Notwithstanding your rationale for excluding these inventory
losses from your non-GAAP adjusted EBITDA measure, these adjustments appear to
be part of the normal course of your operations and therefore inconsistent with Question

 FirstName LastNameStephen Ruffini
 Comapany NameVillage Farms International, Inc.
 June 13, 2023 Page 2
 FirstName LastName
Stephen Ruffini
Village Farms International, Inc.
June 13, 2023
Page 2
100.01 of the Compliance and Disclosure Interpretations on Non- GAAP Financial
Measures.  Specifically, we note the following:
•You indicate that the adjustment for loss on inventory write-down to net realizable
value is due to a change in distribution for saleable inventory from both retail and
wholesale channels to just wholesale where pricing is lower. Regardless of the
underlying cause, given the nature of your business, inventory write-downs would not
be considered outside of the normal course of your operations; and
•The adjustment for share of loss on JV inventory impairment relates to hemp
inventory that is no longer held for sale as there is uncertainty regarding the use of
CBD in food and beverages. As the company is subject to FDA regulatory
compliance, related costs (including the cost of inventory that is written-off due to
regulatory uncertainty) appear to be part of your normal operations.
Please confirm you will no longer exclude these inventory losses from your adjusted
EBITDA measure.  This comment is also applicable to prior comments 13, 14 and 16.
Please also confirm that you will no longer exclude these inventory losses from
presentation of costs of sales, gross margin and/or gross margin %.
            You may contact Jeanne Baker at 202-551-3691 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services