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CORRESP
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LightInTheBox Holding
Co., Ltd.

August 20,
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 August 8, 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 your proposed disclosure in response to prior comment 1. Please further revise your proposed disclosure to clearly state that the legal and operational risks associated with operating in China also apply to operations in Hong Kong.

Response:
In response to the Staff’s comment, the Company respectfully proposes to further revise the referenced disclosure (page reference
is made to the 2023 Form 20-F to illustrate the approximate location of the disclosure) based on the Company’s response to
the Staff’s comments submitted on June 28, 2024, on page ii of the 2023 Form 20-F, 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; and “mainland China” refers to the People’s
Republic of China, excluding Taiwan, Hong Kong and Macau;

“Hong Kong” or “HK” are to the
Hong Kong Special Administrative Region of the PRC;

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. However, the legal risks associated with being based in and having operations in mainland
China could apply to the operations in Hong Kong and Macau, if the laws, regulations and the discretion of the governmental authorities
in mainland China become applicable to entities and businesses in Hong Kong and Macau in the future. These risks are discussed more
fully in “Item 3. Key Information—D. Risk Factors.”

Item 3. Key Information, page 1

    2.
    We note your proposed disclosure in response to prior comment 4 and reissue it in part. In this regard, we note your proposed disclosure that "[f]or 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." Please quantify the tax consequences of these cash transfers. Additionally, please 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. Lastly, we note your proposed disclosure that "there are no restrictions of transferring funds between LightInTheBox Holding Co., Ltd., our Cayman Islands holding company, and its subsidiaries in Hong Kong or other jurisdictions." Please further revise to address whether there are any restrictions and limitations on your ability to distribute earnings from your businesses, including subsidiaries, to U.S. investors.

Response:
In response to the Staff’s comment, the Company respectfully proposes to further revise the referenced disclosure (page reference
is made to the 2023 Form 20-F to illustrate the approximate location of the disclosure) based on the Company’s response to
the Staff’s comments submitted on June 28, 2024, on page 2 and page 55 of the 2023 Form 20-F, as follows in
its future Form 20-F filings (with deletions shown as strike-through and additions 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. The Cayman Islands currently levies no taxes on individuals or corporations
based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty.

As
of the date of this annual report, For the years ended December 31, 2021, 2022 and 2023, no dividends
or distributions were made to LightInTheBox Holding Co., Ltd. by our subsidiaries. , and no dividends or distributions
have been made to U.S. investors. We currently intend to retain most, if not all, of our available funds and any future earnings to operate
and expand our business and we have no present plan to pay any dividends on our ordinary shares in the foreseeable future. See “Item
8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy.” Under the
laws and regulations of mainland China, cash transfers, distributions or dividend payments from our PRC subsidiaries to entities
or individuals outside of mainland China, including to LightInTheBox Holding Co., Ltd. and U.S. investors, are subject
to PRC government control of currency conversion and the satisfaction of applicable government registration and approval requirements
for cross-border cash transfers. Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of their accumulated
after-tax profits upon satisfaction of relevant statutory conditions and procedures, if any, determined in accordance with Chinese accounting
standards and regulations. In addition, our PRC subsidiaries are required to set aside at least 10% of its after-tax profits each year,
if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital. These reserves, together
with the registered capital, are not distributable as cash dividends. Additionally, if our PRC subsidiaries incur debt on its own behalf
in the future, the instruments governing their debt may restrict their ability to pay dividends or make other distributions to us. In
addition, the revenue and assets of our PRC subsidiaries are denominated in Renminbi, which is not freely convertible into other currencies.
As a result, any restriction on currency exchange may limit the ability of our PRC subsidiaries to pay dividends to us, including to LightInTheBox
Holding Co., Ltd. and U.S. investors. 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 restrictions
(1) of transferring funds between LightInTheBox Holding Co., Ltd., our Cayman Islands holding company, and its subsidiaries
in Hong Kong or other jurisdictions, or (2) of distributing earnings from LightInTheBox Holding Co., Ltd. and its subsidiaries
in Hong Kong or other jurisdictions to U.S. investors. For the tax obligations of an investment in our ADSs and/or ordinary shares, please
see “Item 10. Additional Information—E. Taxation—Material United States Federal Income Tax Considerations.”

See “Item 18. Financial Statements” for additional
details.

As
we generate all of our revenue from countries outside of the PRC, we We do not expect to rely on dividends
and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have. To the extent
cash or assets in our business is in mainland China or Hong Kong or in our PRC subsidiaries or Hong Kong subsidiaries, the funds or assets
may not be available to fund operations or for other use outside of mainland China or Hong Kong due to interventions in or the imposition
of restrictions and limitations by the PRC government on our and our subsidiaries’ ability to transfer cash or assets. As of
the date of this annual report, there is no equivalent or similar restriction or limitation in Hong Kong on cash transfers in, or out
of, our Hong Kong subsidiaries. However, if restrictions or limitations were to become applicable to cash transfers in and out of Hong
Kong subsidiaries in the future, the funds in our Hong Kong subsidiaries may not be available to fund operations or for other use outside
of Hong Kong.

The Company’s management is directly supervising cash
management. Our finance department is responsible for establishing the cash management policies and procedures among our subsidiaries
and departments. Each subsidiary or department initiates a cash request by putting forward a cash demand plan, which explains the specific
amount and timing of cash requested, and submitting it to designated management members of the Company, based on the amount and the use
of cash requested. The designated management member examines and approves the allocation of cash based on the sources of cash and the
priorities of the needs, and submits it to the cashier specialists of our finance department for a second review. Other than the above,
we currently do not have other cash management policies or procedures that dictate how funds are transferred. Prior to the completion
of our initial public offering in June 2013, the sources of funding of the Company and its subsidiaries primarily consisted of capital
injections by shareholders and cash generated from operations. For the last three fiscal years, cash transfers and transfers of other
assets between LightInTheBox Holding Co., Ltd. and its subsidiaries are disclosed above.

    3.
    We note your proposed disclosure to prior comment 5 and reissue it. Please amend your disclosure here and in the summary risk factors and risk factors sections to clearly state that, to the extent cash or assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of you and your subsidiaries by the PRC government to transfer cash or assets.

Response:
In response to the Staff’s comment, the Company respectfully proposes to further revise the referenced disclosure (page reference
is made to the 2023 Form 20-F to illustrate the approximate location of the disclosure) based on the Company’s response to
the Staff’s comments submitted on June 28, 2024, on page 2 (see the Company’s response to Comment 4), page 3,
page 16 and page 55 of the 2023 Form 20-F, as follows in its future Form 20-F filings (with deletions shown as strike-through
and additions underlined):

Page 3 under the section of “Summary of Risk
Factors”:

    ●
    We may rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business. To the extent cash or assets in our business is in mainland China or Hong Kong or in our PRC subsidiaries or Hong Kong subsidiaries, the funds or assets may not be available to fund operations or for other use outside of mainland China or Hong Kong due to interventions in or the imposition of restrictions and limitations by the PRC government on our and our subsidiaries’ ability to transfer cash or assets. For details, see “Risk Factors—We may rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.” of this annual report on page 16.

Page 16:

We may rely on dividends and other distributions
on equity paid by our subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our subsidiaries
to make payments to us could have a material and adverse effect on our ability to conduct our business.

LightInTheBox Holding Co., Ltd. is a holding company
incorporated in the Cayman Islands. We may rely on dividends and other distributions on equity paid by our subsidiaries, including subsidiaries
in Singapore, Hong Kong, mainland China, the United States and Netherlands, for our cash and financing requirements, including the funds
necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If these subsidiaries incur
debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions
to us.

The PRC laws and regulations permit our PRC subsidiaries
to pay dividends to us only out of their accumulated after-tax profits upon satisfaction of relevant statutory conditions and procedures,
if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our PRC subsidiaries is required
to set aside at least 10% of its after-tax profits each year, if any, to fund certain reserve funds until the total amount set aside reaches
50% of its registered capital. These reserves, together with the registered capital, are not distributable as cash dividends. Additionally,
if our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability
to pay dividends or make other distributions to us.

As
we generate all of our revenue from countries outside of the PRC, we do not expect to rely on dividends and other distributions on equity
paid by o