Washington, D.C. 20549






Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934


For the month of August 2022


Commission File Number: 001-35942


LightInTheBox Holding Co., Ltd.


Floor 11, Shanghai KAISA Financial Center,
No.1188 Minsheng Road,

Pudong New Area
Shanghai, 200135

People’s Republic of China

(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:


x Form 20-F            ¨ Form 40-F


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨


Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:


¨ Yes            x No


If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a








Exhibit 99.1 - LightInTheBox Announces Change in Registrant's Certifying Accountant

Exhibit 99.2 - Letter of Ernst & Young Hua Ming LLP to the U.S. Securities and Exchange Commission Dated August 19, 2022 Pertaining to the Change in Independent Public Accounting Firm







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


  By: /s/ Jian He
  Name: Jian He
  Title: Chief Executive Officer


Date: August 19, 2022





Exhibit 99.1


LightInTheBox Holding Co., Ltd. Announces 

Change in Registrant’s Certifying Accountant


LightInTheBox Holding Co., Ltd. (NYSE: LITB) (“LightInTheBox” or the “Company”), is a cross-border e-commerce platform that delivers products directly to consumers around the world.


Change in Registrant’s Certifying Accountant


The Company today announced the appointment of Marcum Bernstein & Pinchuk LLP (the “MBP”) as its independent registered public accounting firm, effective August 11, 2022. The appointment of MBP was made after a careful and thorough evaluation process and has been approved by the Company’s board of directors (the “Board”) and the audit committee of the Board. MBP is a public accounting firm registered with the Public Company Accounting Oversight Board of the United States (the “PCAOB”). MBP is subject to the PCAOB’s oversight and will conduct its audit of the Company in accordance with the standards established by the PCAOB.


On August 11, 2022 (the “Dismissal Date”), the Company dismissed Ernst & Young Hua Ming LLP (the “EY”). EY’s audit reports on the Company’s consolidated financial statements for the years ended December 31, 2020 and 2021 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.


During each of the years ended December 31, 2020 and 2021, and in the subsequent interim period through Dismissal Date, there have been (i)  no disagreements (as defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions thereto) with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of the disagreements in connection with its reports on the consolidated financial statements for such years, and (ii) no reportable events (as defined in Item 16F(a)(1)(v) of Form 20-F).


During the Company’s two most recent fiscal years ended December 31, 2021, and in the subsequent interim period prior to the engagement of MBP on August 11 2022, neither the Company nor anyone acting on its behalf consulted with MBP on either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company by MBP that MBP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was the subject of a disagreement, as that term is defined in Item 16F(a)(1)(iv) of Form 20-F (and the related instructions thereto) or a reportable event as set forth in Item 16F(a)(1)(v) of Form 20-F.


The Company provided EY with a copy of the disclosures contained in this Form 6-K, and has requested EY to furnish a letter addressed to the Securities and Exchange Commission stating whether EY agrees with the statements made by the Company in this Form 6-K and, if not, stating the respects in which it does not agree. A copy of such letter from EY is filed as Exhibit 99.2 to this form 6-K.


The Company is working closely with EY and MBP to ensure a seamless transition.


The Board of the Company would like to express its sincere gratitude to EY for its professionalism and quality services.


About LightInTheBox Holding Co., Ltd.


LightInTheBox is a cross-border e-commerce platform that delivers products directly to consumers around the world. The Company offers customers a convenient way to shop for a wide selection of products at attractive prices through its www.lightinthebox.comwww.miniinthebox.comwww.ezbuy.sg and other websites and mobile applications, which are available in 25 major languages and cover more than 140 countries.


For more information, please visit www.lightinthebox.com.





Investor Relations Contact



Ms. Xiaoyan Su 

Tel: +86 (10) 5900 1548 

Email: ir@lightinthebox.com




Ms. Linda Bergkamp 

Tel: +1-480-614-3004 

Email: lbergkamp@ChristensenIR.com





Exhibit 99.2


August 19, 2022 

Securities and Exchange Commission 

100 F Street, N.E. 

Washington, DC 20549


Ladies and Gentlemen:


We have read section Change in Registrant’s Certifying Accountant of Form 6-K dated August 19, 2022, of LightInTheBox Holding Co., Ltd. and are in agreement with the statements contained in the second, third and fifth paragraphs therein. We have no basis to agree or disagree with other statements of the registrant contained therein.


/s/ Ernst & Young Hua Ming LLP 

Shanghai, the People’s Republic of China