SC 13G/A 1 ss1735240_13ga.htm AMENDMENT NO. 1

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Village Farms International, Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

92707Y108

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 92707Y108


1	NAMES OF REPORTING PERSONS SNDL Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION: Alberta, Canada
Number of Shares Beneficially Owned by Each Reporting Person With	5	SOLE VOTING POWER: 6,947,600
	6	SHARED VOTING POWER: 0
	7	SOLE DISPOSITIVE POWER: 6,947,600
	8	SHARED DISPOSITIVE POWER: 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 6,947,600
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 6.3% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO

(1)

The calculation of this percentage is based on 110,238,929 common shares outstanding, which is the sum of 91,888,929 common shares reported by the Issuer to be outstanding as of January 25, 2023 and 18,350,000 common shares that were reported to have been issued and sold by the Issuer in a registered direct offering on January 30, 2023.

Item 1(a).

Name of Issuer

Village Farms International, Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices

4700-80^th Street

Delta, British Columbia

Canada V4K 3N3

Item 2(a).

Name of Person Filing

SNDL Inc.

Item 2(b).

Address of Principal Business Office or, if none, Residence

#300, 919 - 11 Avenue SW

Calgary, Alberta
Canada T2R1P3

Item 2(c).

Citizenship

See Row 4 of the cover page.

Item 2(d).

Title of Class of Securities

Common Shares, no par value (the “Shares”)

Item 2(e).

CUSIP Number

92707Y108

Item 3.

Not applicable.

Item 4.

Ownership

The aggregate number and percentage of Shares that are beneficially owned by SNDL Inc. are set forth in rows 9 and 11 of the second part of the cover page to this Schedule 13G, and such information is incorporated herein by reference.

The number of Shares as to which SNDL Inc. has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in rows 5, 6, 7 and 8, respectively, on the second part of the cover page to this Schedule 13G, and such information is incorporated herein by reference.

Neither the filing of this Schedule 13G nor the information contained herein shall be deemed to constitute an affirmation by SNDL Inc. that it is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2023	SNDL Inc.

	By:	/s/ Jim Keough
	Name: Jim Keough
	Title: Chief Financial Officer

SEC Form SC 13G/A filed by SNDL Inc. (Amendment)