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July 24, 2023
Eric H. Baker
Chief Executive Officer
StubHub Holdings, Inc.
175 Greenwich Street, 59th Floor
New York, New York 10007
Re:StubHub Holdings, Inc.
Amendment No. 6 to Draft Registration Statement on Form S-1
Submitted June 30, 2023
CIK No. 0001337634
Dear Eric H. Baker:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 6 to Draft Registration Statement on Form S-1 submitted June 30, 2023
Prospectus Summary
Our Market Opportunity, page 13
1.We note that you continue to use 2019 to estimate your SAM and TAM, but you deleted
your disclosure that you are using such data "to account for the impact of the COVID 19
pandemic . . . ."   Further, where you disclose on page 71 that "[w]e believe we operate the
largest global marketplace where fans can buy and sell tickets to live events," we note that
you continue to rely upon public regulatory filings and equity research reports from 2019.
Please revise your market statements as of a more recent year such as 2022.  In the
alternative, elaborate upon why using data from 2019 continues to provide a reasonable
basis for your market opportunity estimate and market position.

 FirstName LastNameEric H. Baker
 Comapany NameStubHub Holdings, Inc.
 July 24, 2023 Page 2
 FirstName LastName
Eric H. Baker
StubHub Holdings, Inc.
July 24, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Comparison of the Years Ended December 31, 2022 and 2021, page 80
2.We note that revenues increased 55%, whereas GMS increased 67% for the year ended
December 31, 2022.  Please discuss and quantify the extent to which changes in revenue
are attributable to changes in prices or to changes in volume.  In addition, we note that
cost of revenue increased as a percentage of revenue.  Please tell us your consideration for
disclosing any known trends in the relationship between these costs and revenues.  Refer
to Item 303(a) and (b)(2)(ii) and (iii) of Regulation S-K.
Liquidity and Capital Resources
Cash Flows, page 94
3.Please revise to explain the underlying drivers of the changes in your cash flows used in
operating activities. For instance, explain what caused the changes in the payments due to
buyers and sellers. Refer to Item 303 of Regulation S-K and SEC Release No. 33-8350.
            You may contact Nasreen Mohammed at 202-551-3773 or Joel Parker at 202-551-3651 if
you have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Jennifer López Molina at 202-551-3792 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Alison A. Haggerty