Amendment: SEC Form SC 13D/A filed by VOXX International Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 23)

VOXX INTERNATIONAL CORPORATION

(Name of Issuer)

Class A Common Stock, $.01 Par Value

(Title of Class of Securities)

91829F104

(CUSIP Number)

Beat M. Kahli

c/o Avalon Park Group

3801 Avalon Park East Blvd., Suite 400

Orlando, FL 32828

(407) 658-6565

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 23, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

The information required on 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 (“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).

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

Introduction

This constitutes Amendment No. 23 to the statement on Schedule 13D filed on behalf of Beat M. Kahli, Avalon Park International, LLC and Kahli Holding AG, now known as Avalon Park Group Holding AG, dated as of April 13, 2020 (the “Statement”), relating to the Class A Common Stock, $0.01 par value per share (“Class A Shares”), of Voxx International Corporation. The purpose of this Amendment No. 23 is to report the sale by the Reporting Persons of all Class A Shares previously held by the Reporting Persons.

Item 1. Security and Issuer

The Statement on Schedule 13D relates to the Class A Common Stock of Voxx International Corporation (the "Issuer"). The principle offices of the Issuer are located at 2351 J Lawson Blvd., Orlando, FL 32824.

Item 2. Identity and Background.

Avalon Park is a limited liability company organized under the laws of the State of Florida. Avalon Park is a private investment entity that seeks appreciation of its assets for the benefit of its owners.

Avalon Holding is a company organized under the laws of Switzerland formerly known as Kahli Holding AG. Avalon Holding is a private investment entity that seeks appreciation of its assets for the benefit of its owners. Kahli Holding AG changed its name to Avalon Park Group Holding AG.

Item 3. Source and Amount of Funds or Other Considerations

All of the Class A Shares previously held by Mr. Kahli through Avalon Park and Avalon Holding were purchased using funds from the working capital of Avalon Park and Avalon Holding. Neither Avalon Park nor Avalon Holding purchased any Class A Shares using borrowed funds. In addition, Mr. Kahli previously held 20,000 Class A Shares directly which were granted to him by the Issuer pursuant to the Employment Agreement dated February 6, 2023 between the Issuer and Mr. Kahli.

Item 4. Purpose of Transaction

The Reporting Persons previously acquired the Class A Shares for investment purposes.

Except as set forth herein, the Reporting Persons have no current intention, plan or proposal with respect to items (a) through (j) of Schedule 13D.

On April 29, 2021, GalvanEyes LLC (“GalvanEyes”), an affiliate of the Reporting Persons of which Beat Kahli serves as a Managing Member and holds a controlling membership interest, entered into a distribution agreement (the “Distribution Agreement”) with EyeLock LLC (“Eyelock”), a subsidiary of the Issuer. The effectiveness of the Distribution Agreement was subject to the satisfaction of certain closing conditions including the approval of the Issuer’s stockholders, which approval was obtained at the Issuer’s annual meeting of shareholders held on July 29, 2021. Pursuant to the Distribution Agreement, EyeLock granted to GalvanEyes the right to be the exclusive distributor of EyeLock products in certain specified markets and other markets with EyeLock’s consent. Effective as of March 1, 2024, EyeLock entered into a joint venture agreement with GalvanEyes to engage in a newly formed entity, BioCenturion LLC, to operate its biometrics business. Each of the members will contribute selected assets and liabilities to the joint venture with GalvanEyes controlling the day to day operations. All working capital needs and the funding of losses of the joint venture will be borne by GalvanEyes for the first two years. Mr. Kahli was appointed as Chairman of the Board and Chief Executive Officer of BioCenturion.

Mr. Kahli has been a director of the Issuer since he was elected at the Issuer’s annual meeting of shareholders held on July 29, 2021. On July 19, 2022, Mr. Kahli was appointed as a Co-Vice Chairman of the Board of the Issuer.

On February 6, 2023, Mr. Kahli entered into an employment agreement with the Issuer, through February 29, 2024, to perform the duties and responsibilities of President of the Issuer. In taking on the executive role of President with the Issuer, one of Mr. Kahli’s primary focus areas was building strategic partnerships. Effective as of March 1, 2024, Mr. Kahli resigned as President of the Issuer.

On October 4, 2023, a Stock Purchase Agreement was signed between the Reporting Persons, as Sellers, and Gentex Corporation (NASDAQ: GNTX) (“Gentex”), as Buyer, to sell 50% of the Reporting Persons ownership stake in the Issuer. The first tranche of 1.57 million Class A Shares closed on Friday, October 6, 2023 at $10.00 per share, representing a 32.5% premium to the Issuer’s current share price as of market close on October 5, 2023. The second tranche of 1.57 million Class A Shares closed on January 5, 2024 at $10.00 per share, representing a 5.1% premium to the Issuer’s current share price as of market close on January 5, 2024. On August 23, 2024, the Reporting Persons sold their remaining ownership stake in the Issuer to Gentex pursuant to a Stock Purchase Agreement dated as of such date. The decision to sell the remaining portion of the Reporting Persons holdings was about creating value for the Issuer and all of its shareholders by selling to a well-qualified strategical industry partner.

Item 5. Interest in Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The individuals named below are employees and/or affiliates of the Reporting Persons and hold the number of Class A Shares set forth opposite their respective names.

The Reporting Persons disclaim beneficial ownership of all Class A Shares held by such individuals.

Avalon Park Group Management, Inc., Avalon Park International LLC and Avalon Park Group Holding AG (formerly known as Kahli Holding AG), affiliates of Beat M. Kahli (collectively, “Avalon”) entered into a Standstill Agreement, dated November 2, 2020, with the Issuer on customary terms, pursuant to which, among other customary provisions, Avalon agreed not to (a) purchase, offer or agree to purchase, sell, offer or agree to sell or trade in any outstanding equity securities of the Issuer or any rights or options to purchase any such securities, whether by direct purchase, merger or otherwise; or (b) form, join or in any way participate in a group in connection with any of the foregoing. The foregoing description of the Standstill Agreement is qualified in its entirety by reference to such agreement filed as an Exhibit to this Statement as set forth in Item 7. Material to be Filed as Exhibits. The Standstill Agreement terminated on April 15, 2021.

Item 7. Material to Be Filed as Exhibits

SIGNATURES

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: August 27, 2024