United States securities and exchange commission logo





                            January 29, 2024

       Charles M. Stoehr
       Senior Vice President, Chief Financial Officer and Director
       VOXX International Corporation
       2351 J. Lawson Boulevard
       Orlando, FL 32824

                                                        Re: VOXX International
Corporation
                                                            Form 10-K for
Fiscal Year Ended February 28, 2023
                                                            Form 10-Q for
Fiscal Quarter Ended November 30, 2023
                                                            File No. 001-09532

       Dear Charles M. Stoehr:

                                                        We have reviewed your
filings and have the following comment(s).

              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.

       Form 10-K for Fiscal Year Ended February 28, 2023

       Consolidated Financial Statements
       Consolidated Statements of Stockholders' Equity, page 58

   1.                                                   Please remove the line
item/column deducting redeemable equity inside of stockholders'
                                                        equity from your
balance sheets and statements of stockholders' equity as this appears to
                                                        result in the actual
components of stockholders' equity being shown at larger amounts than
                                                        appropriate. Instead
directly reduce the actual components of stockholders' equity to the
                                                        appropriate amounts. In
addition, for each period presented (including interim periods in
                                                        your Forms 10-Q),
present roll forwards of changes in temporary equity (redeemable
                                                        equity and redeemable
non-controlling interest) outside of the statements of stockholders'
                                                        equity. Refer to ASC
480-10-S99-1 through S99-3A.
 Charles M. Stoehr
VOXX International Corporation
January 29, 2024
Page 2
Note 1. Description of Business and Summary of Significant Accounting Policies
(u) Accounting for Stock-Based Compensation
Grant of Shares to Chief Executive Officer, page 80

2.       Please disclose the contingent events that would allow Mr. Lavelle to
redeem the shares
         that are not probable at this time and result in remeasurement of the
amounts in
         redeemable equity not being recorded.
Note 2. Acquisitions
Onkyo, page 84

3.       Please tell us and disclose in greater detail the terms of the put and
call options, including
         their value and the formula defined in the joint venture agreement.
Also, tell us how the
         excess of the redemption amount over the carrying amount of the
redeemable non-
         controlling interest was minimal as of each balance sheet date (and
even when the
         carrying amount was negative at November 30, 2023). Refer to paragraph
22 of ASC 480-
         10-S99-3A.
Form 10-Q for Fiscal Quarter Ended November 30, 2023

Consolidated Financial Statements
Note 2. Acquisition
a) Redeemable Non-controlling Interest, page 8

4.       Please tell us and disclose your basis in GAAP for recording a prior
period adjustment to
         redeemable non-controlling interest and retained earnings in the
quarter ended August 31,
         2023, rather than correcting it in the prior period(s) to which it
relates. Also, tell us your
         basis for recording the adjustment directly to retained earnings,
rather than through the
         statement of operations. In addition, provide us with a complete SAB
99 materiality
         analysis for each period impacted.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Valeria Franks at 202-551-7705 or Rufus Decker at
202-551-3769 with
any questions.



FirstName LastNameCharles M. Stoehr                             Sincerely,
Comapany NameVOXX International Corporation
                                                                Division of
Corporation Finance
January 29, 2024 Page 2                                         Office of Trade
& Services
FirstName LastName