SecProbe.io

CORRESP
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LightInTheBox Holding Co., Ltd.

September 28, 2023

VIA EDGAR

Ms. Jennifer Gowetski

Mr. Andrew Mew

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:
    LightInTheBox Holding Co., Ltd.

    Form 20-F for Fiscal Year Ended December 31, 2022

    File No. 001- 35942

Dear Ms. Gowetski and Mr. Mew:

LightInTheBox Holding Co., Ltd. (the “Company”,
 “we”, “us” or “our”) hereby transmits its response to the letter received from
the staff (the “Staff”) of the U.S. Securities and Exchange Commission, dated September 19, 2023, regarding its
annual report on Form F-20 (the “Form 20-F”) filed on March 31, 2023. For ease of reference, we have
repeated the Staff’s comments in bold in this response letter.

Form 20-F for Fiscal Year Ended December 31, 2022

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections,
page 83

    1.

    We note that during your fiscal year 2022 you were identified
by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)) as having retained,
for the preparation of the audit report on your financial statements included in the Form 20-F, a registered public accounting firm
that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board had determined
it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction. Please provide
the documentation required by Item 16I(a) of Form 20-F or tell us why you are not required to do so. Additionally, please amend
your Form 20-F to provide the disclosures required under Item 16I(b) of Form 20-F. Refer to the Staff Statement on the
Holding Foreign Companies Accountable Act and the Consolidated Appropriations Act, 2023, available on our website at https://www.sec.gov/corpfin/announcement/statementhfcaa-040623.

Response:
The Company plans to file an amendment to its Form 20-F for fiscal year ended December 31, 2022 in response to the Staff’s
comment, a copy of which is attached herein as Exhibit A. The Company will file the attached Form 20-F/A once the Staff confirms
there is no additional comment.

In addition, to further facilitate the Staff’s review,
the Company respectfully submits to the Staff that, in making the disclosure required under paragraph (b)(2) and (b)(3) of Item
16I, the Company has gone through the below analysis on top of the detailed analysis made in the Supplemental Submission Pursuant to Item
16I(a) of Form 20-F to be filed in the Form 20-F/A as Exhibit 16.2.

As analyzed detailly in the Supplemental Submission Pursuant
to Item 16I(a) of Form 20-F, as of March 31, 2023, the Company was not owned or controlled by any governmental entity in
any jurisdiction. The Company’s consolidated foreign operating entities are incorporated the Cayman Islands, the Netherlands, the
United States, Singapore, Hong Kong and mainland China, and are wholly owned by the Company. Therefore, the governmental entities in the
Cayman Islands, the Netherlands, the United States, Singapore, Hong Kong and mainland China do not owned or controlled the Company’s
consolidated foreign operating entities.

Further, based on the Company’s register of
members as of March 29, 2023, the Company had 226,670,037 ordinary shares outstanding. Approximately 51.58% of the
Company’s outstanding ordinary shares were held by The Bank of New York Mellon, the depositary of the Company’s ADS
program, on behalf of the ADS holders. Mr. Jian He, Mr. Zhentao Wang, Zall Entities and IDG Entities are our major
shareholders who owned more than 5% of the Company’s outstanding shares as of March 31, 2023.
These major shareholders are several institutional investors and individuals, who are not affiliated with
any government entities. For the ADS holders, other than our directors, officers, employees and shareholders that have made
beneficial ownership schedule filings, the Company cannot obtain all the identity information of each of them, but could only rely
on the beneficial ownership schedules filed by them. Based on the examination of such public filings, none of the ADS holders who
own more than 5% of the Company’s outstanding ordinary shares is a governmental entity in the Cayman Islands, the Netherlands,
the United States, Singapore, Hong Kong and mainland China. As such and based on the analysis above, the Company believes that no
governmental entity in the Cayman Islands, the Netherlands, the United States, Singapore, Hong Kong and mainland China owns any
shares of the Company or its consolidated foreign operating entities.

The Company also respectfully submits to the Staff that it
did not rely upon any legal opinions or third party certifications such as affidavits as the basis of its proposed submission.

*    *     *

The Company acknowledges 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.

We
thank the Staff for its review of the foregoing. If you have any questions, please do not hesitate to contact our U.S. legal counsel,
Yu Wang, at (+852) 3443 1150. If you have any further comments, we would appreciate it if you would forward them by electronic mail to
us at yeyuanjun@lightinthebox.com and our legal counsel at yu.wang@hk.kwm.com or by phone.

    Very truly yours,

    /s/ Yuanjun Ye

    Yuanjun Ye

    Chief Financial Officer

    cc:
    Yu Wang, Esq.

    King & Wood Mallesons

Exhibit A

Form 20-F/A

UNITED STATES

SECURITIES AND
EXCHANGE COMMISSION

WASHINGTON, D.C.
20549

FORM 20-F/A

(Mark One)

    ¨
    REGISTRATION
    STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

    OR

    x
    ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    For the fiscal year ended December 31,
    2022

    OR

    ¨
    TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    OR

    ¨
    SHELL
    COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company
report

For the transition
period from
to

Commission
file number 001-35942

LightInTheBox
Holding Co., Ltd.

(Exact
name of Registrant as specified in its charter)

Cayman
Islands

(Jurisdiction
of incorporation or organization)

51
Tai Seng Avenue #05-02B/C, Pixel Red
 Singapore (533941)

(Address
of principal executive offices)

Jian
He, Chief Executive Officer

51
Tai Seng Avenue

#05-02B/C,
Pixel Red

Singapore
(533941)
 +65 6305 9667

(Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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

    Title
    of each class

    Trading
    Symbol

    Name
    of each exchange on which registered

    Ordinary
    Shares, par value $0.000067 per share

    American Depositary Shares, each representing

    two Ordinary Shares

    LITB

    New
    York Stock Exchange

Securities
registered or to be 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

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: 226,569,381 ordinary shares

Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

¨
Yes x No

If this report is
an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934.

¨
Yes  x No

Indicate by check
mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 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.

x
Yes ¨ No

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).

x
Yes ¨ No

Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.

    Large
    accelerated filer ¨

    Accelerated
    filer ¨

    Non-accelerated
    filer 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.

Indicate by check
mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ¨

If securities are registered pursuant
to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of
those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check
mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

    U.S.
    GAAP x

    International
    Financial Reporting Standards as issued

    by the International Accounting Standards Board ☐

    Other
    ¨

If “Other”
has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected
to follow.

¨
Item 17 ¨ Item 18

If this is an annual
report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act
of 1934).

¨
Yes xNo

(APPLICABLE ONLY
TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check
mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

¨
Yes ¨ No

EXPLANATORY NOTE

This Amendment No.1 on Form 20-F
(“Form 20-F/A”) is being filed to amend the annual report on Form 20-F for the fiscal year ended December 31,
2022, filed with the Securities and Exchange Commission on March 31, 2023 of LightInTheBox Holding Co., Ltd. (the “Company”,
 “we”, “us”, “our” or “our company”). This Form 20-F/A is being filed to (i) make
a supplemental documentation submission in connection with the required disclosure under Item 16I(a) of Form 20-F, which has
been furnished as Exhibit 16.2 to this Form 20-F/A, and (ii) replace “ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS” in its entirety with the following:

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS

On June 1, 2022, we were
conclusively identified by the SEC as a “Commission-Identified Issuer” under the HFCAA following the filing of our annual
report on Form 20-F for the fiscal year ended December 31, 2021. Our auditor who conducted auditing for the fiscal year ended
December 31, 2020 and 2021, a registered public accounting firm that headquartered in mainland China, a jurisdiction where the PCAOB
was unable to inspect or investigate completely in 2021, issued an audit report for our fiscal year ended December 31, 2021. On December 15,
2022, the PCAOB vacated its 2021 Determinations and removed mainland China and Hong Kong from the list of jurisdictions where it was unable
to inspect or investigate completely registered public accounting firms that has a branch or office located. As a result, we do not expect
to be identified as a “Commission-Identified Issuer” under the HFCAA for the fiscal year ended December 31, 2022 after
we file our annual report on Form 20-F for such fiscal year.

As of the date of this annual
report:

 (i) none of the shares of our company
or our consolidated foreign operating entities is owned by governmental entities in the Cayman Islands, the Netherlands, the United
States, Singapore, Hong Kong, or mainland China;

 (ii) none of the governmental entities in Hong Kong or mainland China have a controlling financial interest in us or any of our consolidated
foreign operating entities;

 (iii) based on the examination of the biographies of, and the inquiries made with, all the directors of our
company and our consolidated foreign operating entities, none of the members of our board of directors or the board of directors of our
consolidated foreign operating entities is an official of the Chinese Communist Party; and

 (iv) the currently effective memorandum and articles of association of our company or equivalent organizing documents of our consolidated
foreign operating entities do not contain any charter of the Chinese Communist Party, including the text of any such articles or organizing
documents.

Item 19. EXHIBITS

EXHIBIT INDEX

    Exhibit

    Exhibit title

    12.1

    Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

    12.2

    Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

    13.1

    Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

    13.2

    Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

    16.2

    Supplemental Submission Pursuant to Item 16I(a) of Form 20-F

SIGNATURES

The registrant hereby certifies
that it meets all of the requirements for filing its annual report on Form 20-F/A and that it has duly caused and authorized the
undersigned to sign this annual report on its behalf.

    LightInTheBox Holding Co., Ltd.

    By:
    /s/
    Jian He

    Name:
    Jian
    He

    Title:
    Chief Executive Officer

    Date: September 28,
    2023

Exhibit 12.1

Certification by the Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002

I, Jian He, certify that:

1. I have reviewed this annual report on Form 20-F/A
of LightInTheBox Holding Co., Ltd.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in
all material respects the financial condition, results of operations and cash flows of the compan