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August 8, 2024
Yuanjun Ye
Chief Financial Officer
LightInTheBox Holding Co., Ltd.
51 Tai Seng Avenue
#05-02B/C, Pixel Red
Singapore 533941
Re: LightInTheBox Holding Co., Ltd.
Form 20-F for Fiscal Year Ended December 31, 2023
Response Dated June 28, 2024
File No. 001-35942
Dear Yuanjun Ye:
We have reviewed your filing 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.
Response Dated June 28, 2024
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.
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
August 8, 2024
Page 2
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.
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.
4. We note your proposed disclosure in response to prior comment 7 and
reissue it in part.
Please revise your summary of risk factors to specifically discuss the
risks arising from
the legal system in China, including risks and uncertainties regarding
the enforcement of
laws and that rules and regulations in China can change quickly with
little advance notice;
and the risk that the Chinese government may intervene or influence your
operations at
any time, or may exert more control over offerings conducted overseas or
foreign
investment in China-based issuers, which could result in a material
change in your
operations and/or the value of your securities. Additionally, please
revise the cross-
reference accompanying each summary risk factor to include the page on
which each
detailed risk factor is discussed.
5. We note your proposed disclosure in response to prior comment 8 and
reissue it in part. In
this regard, we note your proposed disclosure that " [i]f we fail to
obtain any requisite
approvals with respect to future offerings of our equity securities to
foreign investors, or if
we inadvertently conclude that such approvals are not required, our
ability to execute our
financing and equity offering plans may be significantly limited or
completely hindered."
Please revise to further discuss the consequences to you and your
investors if applicable
laws, regulations, or interpretations change and you are required to
obtain such
permissions or approvals in the future. Additionally, we note your
proposed disclosure
that you "have obtained all approvals and permits that are material for
[y]our operations
through our PRC subsidiaries under the laws and regulations of mainland
China." The
disclosure here should not be qualified by materiality; please make
appropriate revisions
accordingly. Additionally, we note that you do not appear to have relied
upon an opinion
of counsel with respect to your conclusions that you do not need any
additional permissions and approvals to operate your business and to
offer securities to
investors. If true, state as much and explain why such an opinion was
not obtained.
Item 3.D Risk Factors, page 3
6. We note your proposed disclosure in response to prior comment 3 and
reissue it in part.
Please revise to explicitly highlight the risk that the Chinese
government may intervene or
influence your operations at any time, which could result in a material
change in your
operations and/or the value of your securities. Also, given recent
statements by the
Chinese government indicating an intent to exert more oversight and
control over
offerings that are conducted overseas and/or foreign investment in
China-based issuers,
August 8, 2024
Page 3
acknowledge the risk that any such action 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.
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 Rucha Pandit at 202-551-6022 or Dietrich King at
202-551-8071 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Yu Wang