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LightInTheBox Holding
Co., Ltd.

June 28,
2024

VIA EDGAR

Rucha Pandit

Dietrich King

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:
    LightInTheBox Holding Co., Ltd.

    Form 20-F for Fiscal Year Ended March 31, 2023

    Filed March 28, 2024

    File No. 001-35942

Dear
Pandit and King:

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 (the “Commission”), dated June 6, 2024, regarding its annual report on Form F-20 filed
on March 28, 2024 (the “2023 Form 20-F”). For ease of reference, we have repeated the Commission’s
comments in this response letter and numbered them accordingly. Disclosure changes made in response to the Staff’s comments will
be incorporated in the Form 20-F to be filed for the year ended December 31, 2024.

Form 20-F for Fiscal Year Ended December 31, 2023

Conventions that Apply to this Annual Report on Form 20-F,
page ii

 1. We note that your definition of China and the PRC excludes Hong Kong. Please revise to clarify that the legal and operational risks
associated with operating in China also apply to operations in Hong Kong. This disclosure may appear in the definition itself or in another
appropriate discussion of legal and operational risks applicable to the company.

Response:
In response to the Staff’s comment, the Company respectfully proposes to revise the referenced disclosure (page reference is
made to the 2023 Form 20-F to illustrate the approximate location of the disclosure) as follows in its future Form 20-F filings
(with deletions shown as strike-through and additions underlined):

Page ii:

“China”
and the “PRC” are to the People’s Republic of China, excluding, for the purposes of this annual report only,
Taiwan and the special administrative regions of Hong Kong and Macau;

    1

“PRC subsidiaries” are to our subsidiaries
incorporated in mainland China.

Page 3:

An
investment in our capital stock involves a high degree of risk. You should carefully consider the risks described below, together with
all of the other information included in this annual report, before making an investment decision. If any of the following risks actually
occurs, our business, prospects, financial condition or results of operations could suffer. In that case, the trading price of our capital
stock could decline, and you may lose all or part of your investment. Below please find a summary of the principal risks we face. The
operational risks associated with being based in and having operations in mainland China may also apply to operations in the special administrative
regions of Hong Kong and Macau. With respect to the legal risks associated with being based in and having operations in mainland China,
the laws, regulations and the discretion of the governmental authorities in mainland China discussed in this annual report are expected
to apply to entities and businesses in mainland China, rather than entities or businesses in Hong Kong and Macau which operate under different
sets of laws from mainland China. These risks are discussed more fully in “Item 3. Key Information—D. Risk Factors.”

Item 3. Key Information, page 1

 2. We note your representation that "LightInTheBox Holding Co., Ltd. is a Cayman Islands holding company with no material operations
of [y]our own" and that you conduct your operations primarily through your "subsidiaries in Singapore, Hong Kong, the PRC, the
United States and Netherlands." Please revise to explicitly clarify that you are not a Chinese operating company but a Cayman Islands
holding company and disclose that this structure involves unique risks to investors. Explain whether the holding company structure is
used to provide investors with exposure to foreign investment in China-based companies where Chinese law prohibits direct foreign investment
in the operating companies, and disclose that investors may never hold equity interests in the Chinese operating company. Your disclosure
should acknowledge that Chinese regulatory authorities could disallow this holding company structure, which would likely result in a material
change in your operations and/or a material change in the value of your securities, including that it could cause the value of your securities
to significantly decline or become worthless. Please similarly discuss the applicable laws and regulations in Hong Kong as well as the
related risks and consequences. Provide a cross-reference to your detailed discussion of risks facing the company and the offering as
a result of this structure. Lastly, disclose clearly the entity (including the domicile) in which investors own an interest.

Response:
In response to the Staff’s comment, the Company respectfully proposes to revise the referenced disclosure (page reference is
made to the 2023 Form 20-F to illustrate the approximate location of the disclosure) as follows in its future Form 20-F filings
(with deletions shown as strike-through and additions underlined):

Page 1:

Our Holding Company Structure

“LightInTheBox Holding Co., Ltd. is not a
Chinese operating company but rather a Cayman Islands holding company with no material operations of our own. We conduct our operations
primarily through our subsidiaries in Singapore, Hong Kong, the PRC, the United States and Netherlands. Our holding company structure
does provide investors with exposure to foreign investment in China-based companies where Chinese law otherwise prohibits direct foreign
investment in the operating companies. Investors in our securities thus are not purchasing equity interest in the operating subsidiaries
but instead are purchasing equity interest in LightInTheBox Holding Co., Ltd., a Cayman Islands holding company, and may never directly
hold equity interests in the operating subsidiaries. We generate all of our revenue from countries outside the PRC.”

    2

Our corporate structure is subject to risks associated
with PRC laws and regulations. If the PRC government finds that the structure for operating our business does not comply with PRC laws
and regulations, or if these regulations or their interpretations change in the future, we could be subject to severe penalties or be
forced to relinquish our interests in those operations. This would materially and adversely affect our operations, and our ADSs may decline
significantly in value or become worthless. The PRC regulatory authorities could also disallow the holding company structure, which would
likely result in a material adverse change in our operations, and our ordinary shares or our ADSs may decline significantly in value or
become worthless. As such, the holding company structure involves unique risks to investors of our holding company. For a detailed description
of the risks associated with our corporate structure, please refer to risks disclosed under “Item 3. Key Information—D. Risk
Factors—Risks Related to Our Corporate Structure.”

There are relevant laws and regulations in Hong
Kong regarding data security, such as the Personal Data (Privacy) Ordinance and the Unsolicited Electronic Messages Ordinance, which
impose obligations regarding the collection and handling of personal data in Hong Kong. As of the date of this annual report, our
business operations in Hong Kong comply with such laws and regulations. However, if new laws or regulations related to data security
in Hong Kong are enacted or promulgated in the future, or the scope of our business operations in Hong Kong changes in the future,
such new laws and regulations may have a material impact on our business in Hong Kong.

Our business operations in Hong Kong are also subject
to the Competition Ordinance in Hong Kong, which prohibits anti-competitive agreements, abuse of market power and anti-competitive mergers
and acquisitions. As of the date of this annual report, no issues relating to the Competition Ordinance or our compliance with the Competition
Ordinance have resulted in any material impact on our ability to conduct business. We are not now nor have ever been a party to any inquiries
or investigations relating to the Competition Ordinance.

 3. Provide prominent disclosure about the legal and operational risks associated
                                            with being based in or having the majority of the company’s operations in China. Your
                                            disclosure should make clear whether these risks could result in a material change in your
                                            operations and/or could significantly limit or completely hinder your ability to offer or
                                            continue to offer securities to investors and cause the value of such securities to significantly
                                            decline or be worthless. Your disclosure should address how recent statements and regulatory
                                            actions by China’s government, such as those related to the use of variable interest
                                            entities and data security or anti-monopoly concerns, have or may impact the company’s
                                            ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign
                                            exchange. This section should address, but not necessarily be limited to, the risks highlighted
                                            in the forward-looking information and Risk Factors sections. Lastly, please provide cross-references
                                            to a more detailed discussion of the individual risks identified here.

Response:
In response to the Staff’s comment, the Company respectfully proposes to revise the referenced disclosure (page reference
is made to the 2023 Form 20-F to illustrate the approximate location of the disclosure) as follows in its future Form 20-F
filings (with additions shown as underlined):

Page 2:

Doing Business in China

We generate all of our revenue from countries
outside the PRC. However, a portion of our daily operations, including product procurement, website operation and research and
development, are conducted primarily through our subsidiaries in China, and we face various risks and uncertainties related to
doing business in mainland China. We are subject to complex and evolving laws and regulations of mainland China. For example, we
face risks associated with regulatory approvals on offshore offerings, which may impact our ability to conduct certain businesses,
accept foreign investments, or list on a United States or other foreign exchange. These risks could result in a material adverse
change in our operations and the value of our securities, significantly limit or completely hinder our ability to continue to offer
securities to investors, or cause the value of such securities to significantly decline.

    3

The
mainland China government’s significant authority in regulating our operations and its oversight over offerings conducted overseas
by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to
offer securities to investors. For example, anti-monopoly regulators in mainland China have promulgated new anti-monopoly and competition
laws and regulations and strengthened the enforcement under these laws and regulations. There remain uncertainties as to how the laws,
regulations and guidelines recently promulgated will be implemented and whether these laws, regulations and guidelines will have a material
impact on our business, financial condition, results of operations and prospects. If any non-compliance is identified by relevant authorities,
we may be subject to fines and other penalties. See “Item 3. Key Information—D. Risk Factors—Our
business is subject to the laws of various jurisdictions, many of which are unsettled and still developing and could subject us to claims
or otherwise harm our business”, “Item 3. Key Information—D. Risk Factors—Uncertainties
with respect to the interpretation and enforcement of laws, and changes in laws and regulations in mainland China could materially and
adversely affect us.” and “Item 3. Key Information—D. Risk Factors—We
may be required to obtain approval in the future and may be denied permission from the authorities of mainland China to list on U.S. exchanges,
we may not be able to continue listing on U.S. exchange, which could have a material adverse effect on our business, financial condition
and results of operations as well as the trading price of the ADSs.” for additional details.

 4. Provide a description of how cash is transferred through your organization. Quantify any cash flows and transfers of other assets
by type that have occurred between the holding company and its subsidiaries, and direction of transfer. Quantify any dividends or distributions
that a subsidiary has made to the holding company and which entity made such transfer, and their tax consequences. Similarly quantify
dividends or distributions made to U.S. investors, the source, and their tax consequences. Your disclosure should make clear if no transfers,
dividends, or distributions have been made to date. Describe any restrictions on foreign exchange and your ability to transfer cash between
entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to distribute earnings from
your businesses, including subsidiaries, to the parent company and U.S. investors. Provide cross-references to the consolidated financial
statements. Please also include this disclosure in Item 5. Operating and Financial Review and Prospects.

Response:
In response to the Staff’s comment, the Company respectfully proposes to revise the referenced disclosure (page reference is
made to the 2023 Form 20-F to illustrate the approximate location of the disclosure) as follows in its future Form 20-F filings
(with additions shown as underlined):

Page 2 and page 55:

Cash and Asset Flows Through Our Organization

LightInTheBox Holding Co., Ltd., our Cayman Islands
holding company may transfer cash to its wholly owned subsidiaries by making capital contributions or providing intra-group loans, subject
to certain restrictions under the applicable local laws, including the laws of mainland China. For the years ended December 31, 2021,
2022 and 2023, there were no cash or assets transfer made from LightInTheBox Holding Co., Ltd. to its subsidiaries. For the years ended December 31, 2021, 2022 and 2023,
LightInTheBox Holding Co., Ltd. received cash transfers of US$3.2 million, US$2.3 million and US$4.2 million , respectively, from our
wholly owned Hong Kong subsidiary, Light In The Box Limited. For the years ended December 31, 2021, 2022 and 2023, no assets other than
above cash transactions were transferred between our Cayman Islands holding company and a subsidiary, no subsidiaries paid dividends
or made other distributions to the holding company. For further details, please see Notes 21 to our audited consolidated financial statements included in this annual report.

    4

For the years ended December 31, 2021, 2022 and 2023,
no dividends or distributions were made to LightInTheBox Holding Co., Ltd. by our subsidiaries. Under the laws and regulations of mainland
China, cash transfers from our PRC subsidiaries to entities outside of mainland China are subject to PRC government control of currency
conversion. However, we generate all cash from operating activities from countries outside of the PRC, and we do not expect to distribute
cash from our PRC subsidiaries to subsidiaries outside of mainland China. Currently, there are no rest