UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

[X] Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

[    ] Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended __________ Commission File Number __________

Village Farms International, Inc.

(Exact name of Registrant as specified in its charter)

[British Columbia], Canada	2833	N/A
(Province or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

4700-80^th Street

Delta, British Columbia V4K 3N3

Canada

(407) 936-1190

(Address and telephone number of Registrant’s principal executive offices)

CT Corporation

111 Eighth Avenue

New York, New York 10011

(212) 894-8940

(Name, address (including zip code) and telephone number

(including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Shares, no par value	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

[    ] Annual information form [    ] Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: N/A

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. N/A

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

[X] Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act. [    ]

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

EXPLANATORY NOTE

Village Farms International, Inc. (the “Company”, the “Registrant”) is a Canadian issuer eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

FORWARD LOOKING STATEMENTS

This Registration Statement and the Exhibits incorporated by reference into this Registration Statement of the Registrant contain forward-looking statements that reflect management’s expectations with respect to future events, the Registrant’s financial performance and business prospects. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements include, but are not limited to, future developments; use of funds; and the business and operations of the Registrant. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “proposed” “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Registrant to be materially different from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the results of continued development, marketing and sales as well as those factors discussed under the heading “Risk Factors” in the Registrant’s Annual Information Form for the year ended December 31, 2017, included as Exhibit 99.10 to this Registration Statement, and those discussed under the heading “Risks and Uncertainties” in the Registrant’s management’s discussion and analysis for the three months ended September 30, 2018 included as Exhibit 99.55 to this Registration Statement. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Although the management and officers of the Registrant believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions and have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Registrant’s forward-looking statements contained in the Exhibits incorporated by reference into this Registration Statement are made as of the respective dates set forth in such Exhibits. In preparing this Registration Statement, the Registrant has not updated such forward-looking statements to reflect any change in circumstances or in management’s beliefs, expectations or opinions that may have occurred prior to the date

hereof. Nor does the Registrant assume any obligation to update such forward-looking statements in the future. Accordingly, for the reasons set forth above, the forward-looking statements in the Exhibits incorporated by reference into this Registration Statement should not be unduly relied upon.

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant currently prepares its financial statements, which are filed with this report on Form 40-F in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing and auditor independence standards.

PRINCIPAL DOCUMENTS

In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.01 through 99.66, inclusive, as set forth in the Exhibit Index attached hereto.

In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed the written consent of certain experts named in the foregoing Exhibits as Exhibit 99.49, Exhibits 99.58 to 99.62 and Exhibit 99.65, as set forth in the Exhibit Index attached hereto.

TAX MATTERS

Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this registration statement on Form 40-F.

DESCRIPTION OF COMMON SHARES

The required disclosure is included under the heading “Capital Structure” in the Registrant’s Annual Information Form for the fiscal year ended December 31, 2017, attached hereto as Exhibit 99.10.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant does not have any off-balance sheet arrangements.

CURRENCY

Unless otherwise indicated, all dollar amounts in this Registration Statement on Form 40-F are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars, on December 31, 2017, based upon the daily exchange rate as quoted by the Bank of Canada was Cdn.$1.00 = U.S.$0.7965.

CONTRACTUAL OBLIGATIONS

The following table lists, as of December 31, 2017, information with respect to the Registrant’s known contractual obligations (in thousands):

	Payments due by period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Long-term debt, net of fees	$	38,380	$	2,620	$	6,785	$	28,805	$	170
Trade payables	$	12,952	$	12,952	$	—	$	—	$	—
Accrued liabilities	$	3,793	$	3,793	$	—	$	—	$	—
Obligation under capital lease	$	251	$	72	$	179	$	—	$	—
Other liabilities	$	1,097	$	—	$	1,097	$	—	$	—
Total	$	56,473	$	19,437	$	8,061	$	28,805	$	170

UNDERTAKING

Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Registrant has concurrently filed a Form F-X in connection with the class of securities to which this Registration Statement relates.

Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	VILLAGE FARMS INTERNATIONAL, INC.
By:	/s/ Michael D. DeGiglio
	Name:	Michael D. DeGiglio
	Title:	Chief Executive Officer

Date: January 18, 2019

EXHIBIT INDEX

The following documents are being filed with the Commission as Exhibits to this Registration Statement:

Exhibit	Description
99.01	Disclosure under Early Warning Requirement dated January  11, 2018
99.02	News Release dated January 11, 2018
99.03	News Release dated January 12, 2018
99.04	News Release dated January 24, 2018
99.05	News Release dated March 5, 2018
99.06	News Release dated March 14, 2018
99.07	News Release dated March 19, 2018

99.08	Certification of Annual Filings Full Certificate by CEO dated April 2, 2018
99.09	Certification of Annual Filings Full Certificate by CFO dated April 2, 2018
99.10	Annual Information Form dated April 2, 2018
99.11	Consolidated Financial Statements for the year ended December  31, 2017 and December 31, 2016
99.12	Management’s Discussion and Analysis for the year ended December 31, 2017
99.13	News Release dated April 2, 2018
99.14	Notice of Intention to Distribute Securities dated April  2, 2018
99.15	Notice of the Meeting and Record Date dated April 6, 2018
99.16	News Release dated April 12, 2018
99.17	News Release dated April 30, 2018
99.18	News Release dated May 10, 2018
99.19	Certification of Interim Filings Full Certificate by CEO dated May 14, 2018
99.20	Certification of Interim Filings Full Certificate by CFO dated May 14, 2018
99.21	Interim Consolidated Financial Statements for the three and six months ended March 31, 2018 and March 31, 2017
99.22	Management’s Discussion and Analysis for the three months ended March 31, 2018
99.23	News Release dated May 14, 2018
99.24	Form of Proxy - Annual General and Special Meeting to be held on June 14, 2018
99.25	Noticed of Meeting and Management Information Circular dated May 16, 2018
99.26	Notice of Meeting dated May 16, 2018
99.27	News Release dated May 18, 2018
99.28	News Release dated May 24, 2018
99.29	News Release dated June 14, 2018
99.30	Report of Voting Results dated June 14, 2018
99.31	Notice of Intention to Distribute Securities dated June  20, 2018
99.32	News Release dated June 27, 2018
99.33	Disclosure under Early Warning Requirement dated June 29, 2018
99.34	News Release dated June 29, 2018
99.35	News Release dated July 30, 2018
99.36	News Release dated August 8, 2018
99.37	News Release dated August 14, 2018
99.38	Certification of Interim Filings Full Certificate by CEO dated August 15, 2018
99.39	Certification of Interim Filings Full Certificate by CFO dated August 15, 2018
99.40	Interim Consolidated Financial Statements for the three and six months ended June 30, 2018 and June 30, 2017
99.41	Management’s Discussion and Analysis for the three months ended June 30, 2018
99.42	News Release dated August 21, 2018
99.43	News Release dated August 23, 2018
99.44	News Release dated September 6, 2018
99.45	News Release dated September 24, 2018
99.46	Material Change Report dated September 25, 2018
99.47	News Release dated September 25, 2018
99.48	Underwriting Agreement dated September 27, 2018
99.49	Consent of PricewaterhouseCoopers LLP dated October 4, 2018
99.50	Final short form prospectus - English
99.51	News Release dated October 12, 2018
99.52	News Release dated October 15, 2018
99.53	News Release dated November 7, 2018
99.54	Interim Consolidated Financial Statements for the three and nine months ended September 30, 2018 and September 30, 2017
99.55	Management’s Discussion and Analysis for the three months ended September 30, 2018
99.56	News Release dated November 12, 2018
99.57	Certification of Interim Filings Full Certificate by CFO dated November 12, 2018
99.58	Certification of Interim Filings Full Certificate by CEO dated November 12, 2018
99.59	Consent letter of issuer’s legal counsel
99.60	Consent letter of underwriters’ legal counsel
99.61	Consent letter of issuer’s legal counsel
99.62	Consent letter of underwriters’ legal counsel
99.63	News Release dated December 10, 2018
99.64	News Release dated December 13, 2018
99.65	Consent of PricewaterhouseCoopers LLP dated January 18, 2019
99.66	News Release dated December 20, 2018