| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
| SCHEDULE 13D/A |
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
LightInTheBox Holding Co., Ltd.
(Name of Issuer)
Ordinary shares, par value US$0.000067 per share**
American Depositary Shares
(Title of Class of Securities)
53225G102***
(CUSIP Number)
Mr. Zhu Guohui
Suite 2101, 21st Floor, Two Exchange Square
Central, Hong Kong
852-3153-5809
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 28, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
** Not for trading, but in connection with the registration of the American Depositary Shares, each representing two ordinary shares.
*** CUSIP Number of the American Depositary Shares.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 53225G102 | 13D/A |
| 1 | Name of Reporting Person I.R.S. Identification of Above Person Zall Development Investment Company Limited | ||
| 2 | Check the Appropriate Box if a Member of a Group | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3 | SEC Use Only | ||
| 4 | Source of Funds PF | ||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 | Citizenship or Place of Organization British Virgin Islands | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
| 8 | Shared Voting Power 50,000,000 | |
| 9 | Sole Dispositive Power 0 | |
| 10 | Shared Dispositive Power 50,000,000 | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 50,000,000 | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
| 13 | Percent of Class Represented by Amount in Row (11) 22.7% | |
| 14 | Type of Reporting Person CO | |
| CUSIP No. 53225G102 | 13D/A |
| 1 | Name of Reporting Person I.R.S. Identification of Above Person Yan Zhi | ||
| 2 | Check the Appropriate Box if a Member of a Group | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3 | SEC Use Only | ||
| 4 | Source of Funds PF | ||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 | Citizenship or Place of Organization People’s Republic of China (“PRC”) | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 4,116,338 |
| 8 | Shared Voting Power 50,000,000 | |
| 9 | Sole Dispositive Power 4,116,338 | |
| 10 | Shared Dispositive Power 50,000,000 | |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 54,116,338 | |
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ | |
| 13 | Percent of Class Represented by Amount in Row (11) 24.5% | |
| 14 | Type of Reporting Person IN | |
| CUSIP No. 53225G102 | 13D/A |
Item 1. Security and Issuer.
This Amendment No. 10 to the statement on Schedule 13D (this “Amendment”) relates to Ordinary Shares of LightInTheBox Holding Co., Ltd., a company incorporated in the Cayman Islands (the “Issuer”). Two Ordinary Shares of the Issuer are represented by one American depositary share (“ADS”). The Issuer’s principal executive offices are located at 4 pandan crescent #03-03, Singapore (128475).
This Amendment supplements and amends the statement on Schedule 13D filed on April 11, 2016, amendment No. 1 filed thereto on October 21, 2016, amendment No. 2 filed thereto on March 30, 2017, amendment No. 3 filed thereto on May 9, 2017, amendment No. 4 filed on July 3, 2018, amendment No. 5 filed on November 13, 2018, amendment No. 6 filed on December 21, 2018, amendment No. 7 filed on December 28, 2018, amendment No. 8 filed on September 29, 2021 and amendment No. 9 filed on January 7, 2022 (as amended, the “Initial Statement”). Capitalized terms used in this Amendment, but not otherwise defined, have the meanings given to them in the Initial Statement.
Other than as amended by this Amendment, the disclosures in the Initial Statement are unchanged. Responses to each item of this Amendment are incorporated by reference into the response to each other item, as applicable.
Item 4. Purpose of Transaction.
Item 4 of the Initial Statement is hereby amended and supplemented by adding the following as the last paragraph under the heading “Further Matters”:
On August 8, 2024, Mr. Yan Zhi entered into a share purchase agreement, as described in greater detail in Item 6 below.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Initial Statement is hereby amended and restated with the following:
Each of the Reporting Persons disclaims beneficial ownership of all of the shares of Common Stock included in this report that are held by other Reporting Persons, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(a) See the information contained on the cover pages of this amended Statement on Schedule 13D, which is incorporated by reference. The percentage of Ordinary Shares reported as beneficially owned by each Reporting Person is based upon the 220,614,763 Ordinary Shares outstanding as of June 30, 2024 as informed by the Issuer.
(b) See the information contained on the cover pages of this amended Statement on Schedule 13D, which is incorporated by reference.
(c) In December 2023, Zall HK sold 367,365 ADS, representing 734,730 Ordinary Shares, on the open market at a weighted average price of $1.15 per ADS. During March 25, 2024 to March 27, 2024, Zall HK sold 152,635 ADS, representing 305,270 Ordinary Shares, on the open market at a weighted average price of $0.70 per ADS. Since June 2024, Mr. Yan Zhi has acquired an aggregate of 938,169 ADSs, representing 1,876,338 Ordinary Shares, from the open market at a weighted average price of $0.78 per ADS.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Initial Statement is hereby amended and supplemented with the following:
On August 8, 2024, Mr. Yan Zhi entered into a share purchase agreement with Ezbuy Talents Holding Limited in relation to the purchase of 2,240,000 Ordinary Shares of the Issuer (the “Share Purchase Agreement”), pursuant to which Ezbuy Talents Holding Limited agreed to sell to Mr. Yan Zhi and Mr. Yan Zhi agreed to purchase 2,240,000 Ordinary Shares of the Issuer, at the price of $0.275 per Ordinary Share for the aggregate consideration of US$616,000. The closing of the transaction under the Share Purchase Agreement is subject to customary closing conditions contained in the Share Purchase Agreement, and has taken place on August 28, 2024.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 28, 2024
| Zall Development Investment Company Limited | |||
| By: | /s/ Yan Zhi | ||
| Name: | Yan Zhi | ||
| Title: | Director | ||
| /s/ Yan Zhi | |||
| Name: Yan Zhi | |||