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                            October 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
                                                            Response dated
August 11, 2023
                                                            Form 10-Q for the
Quarter Ended June 30, 2023
                                                            Filed August 9,
2023
                                                            File No. 001-38783

       Dear Stephen Ruffini:

               We have reviewed your August 11, 2023 response to our comment
letter and have the
       following comments. Please respond to this letter 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 a comment applies to your facts and circumstances, please tell
us why in your response.
       After reviewing your response to this letter, we may have additional
comments. Unless we note
       otherwise, any references to prior comments are to comments in our June
13, 2023 letter.

       Form 10-K for the Year Ended December 31, 2022

       Management's Discussion and Analysis
       Non-GAAP Measures
       Reconciliation of Net Income to Adjusted EBITDA, page 61

   1.                                                   We note your response
to prior comment 1 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
                                                        100.01 of the
Compliance and Disclosure Interpretations on Non- GAAP Financial
 Stephen Ruffini
Village Farms International, Inc.
October 13, 2023
Page 2
         Measures. 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 from our letter dated April 5, 2023. Please also confirm that
you will no longer
         exclude these inventory losses from presentation of costs of sales,
gross margin and/or
         gross margin %.
Form 10-Q for the Quarter Ended June 30, 2023

Management's Discussion and Analysis
Non-GAAP Measures
Reconciliation of Net Loss to Adjusted EBITDA, page 29

2.       We note your disclosure on page 18 that other income (expense) for the
three months
         ended June 30, 2023 was $5,602 as compared to ($30) for the three
months ended June 30,
         2022. The increase in other income was primarily attributable to a
favorable legal
         settlement in the three months ended June 30, 2023. Please tell us the
nature of the legal
         settlement. Quantify the amount of the legal settlement and address
whether or not
         the gain is included in the determination of your segment's net income
(loss). In addition,
         address the following:
             We note that you do not exclude the legal settlement gain from
your non-GAAP
              adjusted EBITDA measure. Tell us how you considered the guidance
in Question
              100.03 of the Compliance and Disclosure Interpretations on
Non-GAAP Measures;
              and
             Notwithstanding the above, we note that your press release dated
August 9, 2023
              includes a prominent bullet point on the improvement in operating
loss and highlights
              certain sequential and/or consecutive improvements in segment
adjusted EBITDA.
              Please address the extent to which the legal settlement gain
impacted operating loss
              and segment adjusted EBITDA comparisons period to period. If the
legal settlement
              gain contributed to the sequential and/or consecutive
improvements, please explain
              why you did not highlight and discuss the legal settlement gain.


       Please 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,
FirstName LastNameStephen Ruffini
                                                              Division of
Corporation Finance
Comapany NameVillage Farms International, Inc.
                                                              Office of
Industrial Applications and
October 13, 2023 Page 2                                       Services
FirstName LastName