Form SCHEDULE 13D/A LightInTheBox Holding Filed by: Conner Growth Holding Ltd
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
|
LightInTheBox Holding Co., Ltd. (Name of Issuer) |
Ordinary shares, par value US$0.000067 per share (Title of Class of Securities) |
(CUSIP Number) |
He Jian 4 Pandan Crescent, #03-03 Singapore, U0, 128475 65 6305 9667 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/10/2026 (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.
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).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Conner Growth Holding Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
52,958,777.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to Row (7), (9) and (11): Including (a) 4,058,685 ADSs, representing 48,704,224 ordinary shares, and (b) 4,254,553 ordinary shares.
Note to Row (13): The calculation of this percentage is based on 213,974,097 ordinary shares of the Issuer, par value US$0.000067 per share, outstanding as of June 30, 2026, as informed by the Issuer, plus 21,397,409 ordinary shares issued in a private placement pursuant to subscription agreements with certain investors on August 10, 2026.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
He Jian | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
56,724,977.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Row (7), (9) and (11): Including (a) 4,254,553 ordinary shares and 4,058,685 ADSs, representing 48,704,224 ordinary shares held by Conner Growth Holding Limited, and (b) 313,850 ADSs, representing 3,766,200 ordinary shares held by He Jian.
Note to Row (13): The calculation of this percentage is based on 213,974,097 ordinary shares of the Issuer, par value US$0.000067 per share, outstanding as of June 30, 2026, as informed by the Issuer, plus 21,397,409 ordinary shares issued in a private placement pursuant to subscription agreements with certain investors on August 10, 2026.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary shares, par value US$0.000067 per share | |
| (b) | Name of Issuer:
LightInTheBox Holding Co., Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
4 Pandan Crescent, #03-03, Singapore,
SINGAPORE
, 128475. | |
Item 1 Comment:
Twelve Ordinary Shares of the Issuer are represented by one American depository share (the "ADS").
This Amendment No. 9 amends and supplements the statement on Schedule 13D filed on March 6, 2020 (the "Initial Statement"), the Amendment No. 1 on Schedule 13D/A filed on June 25, 2021, the Amendment No. 2 on Schedule 13D/A filed on September 23, 2022, the Amendment No. 3 on Schedule 13D/A filed on October 3, 2022, the Amendment No. 4 on Schedule 13D/A filed on January 4, 2023, the Amendment No. 5 on Schedule 13D/A filed on June 6, 2023, the Amendment No. 6 on Schedule 13D/A filed on December 13, 2023, the Amendment No. 7 on Schedule 13D/A filed on January 3, 2024 and the Amendment No. 8 on Schedule 13D/A filed on August 28, 2024. 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 2. | Identity and Background | |
| (a) | This Statement is being filed by the following persons (each a "Reporting Person" and, collectively, the "Reporting Persons"):
Conner Growth Holding Limited, a company incorporated in the British Virgin Islands ("Conner Growth"); and
Mr. He Jian, an individual ("He Jian"). | |
| (b) | The address of the principal business and office of the Reporting Persons is 4 Pandan Crescent, #03-03 Singapore (128475). | |
| (c) | The principal occupation of He Jian is (i) the Chief Executive Officer and the chairman of the board of directors of the Issuer and (ii) the sole beneficial owner and the sole director of Conner Growth. The principal business of Conner Growth is to hold He Jian's beneficial interest in the Issuer. | |
| (d) | During the last five years, neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, neither of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Conner Growth Holding Limited - British Virgin Islands
He Jian - People's Republic of China | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The responses of the Reporting Persons to Rows (4) of the cover pages and the information set forth in Item 4 of this Amendment are incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4:
On July 10, 2026, Conner Growth entered into a subscription agreement (the "Subscription Agreement") with the Issuer, pursuant to which Conner Growth agreed to purchase 4,254,553 Ordinary Shares of the Issuer (the "Subscribed Shares") in a private placement (the "PIPE") at a purchase price of US$0.2566667 per Ordinary Share (equivalent to US$3.08 per ADS, each representing twelve (12) Ordinary Shares), for an aggregate purchase price of approximately US$1,092,003.
The PIPE was consummated on August 10, 2026. As a result of the closing of the PIPE, He Jian beneficially holds 56,724,977 Ordinary Shares in the form of ordinary shares and ADSs as of August 10, 2026, representing approximately 24.1% of the total outstanding Ordinary Shares of the Issuer.
The Subscription Agreement contains customary representations, warranties, and covenants of the Issuer and Conner Growth. Pursuant to the Subscription Agreement, the Issuer has agreed to file a registration statement with respect to the resale of Subscribed Shares. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses of the Reporting Persons to Rows (7) through (13) of the cover pages and the information set forth in Item 2 of this Amendment are incorporated herein by reference.
He Jian is the sole beneficial owner of Conner Growth. Pursuant to Rule 13d-3, he may be deemed to have Conner Growth's beneficial ownership over the Issuer. Accordingly, He Jian may be deemed to beneficially own 56,724,977 Ordinary Shares, representing approximately 24.1% of the total outstanding Ordinary Shares of the Issuer. This percentage is calculated based on the total of 213,974,097 outstanding Ordinary Shares as of June 30, 2026 plus 21,397,409 ordinary shares issued in a private placement pursuant to subscription agreements with certain investors on August 10, 2026, as informed by the Issuer. | |
| (b) | The responses of the Reporting Persons to Rows (7) through (13) of the cover pages and the information set forth in Item 2 of this Amendment are incorporated herein by reference. | |
| (c) | Except as described in Item 4 which is incorporated herein by this reference, since the filing of the Amendment No. 8 on Schedule 13D/A filed on August 28, 2024, none of the Reporting Persons has effected any transactions in Ordinary Shares or ADS. | |
| (d) | None. | |
| (e) | Not Applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 4 of this Amendment is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Joint Filing Agreement, dated August 11, 2026, by and between Conner Growth Holding Limited and He Jian. | ||
| SIGNATURE | |
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.
|
|
|
|
|
ATTACHMENTS / EXHIBITS