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December 15, 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. 7 to Draft Registration Statement on Form S-1
Submitted November 20, 2023
CIK No. 0001337634
Dear Eric H. Baker:
            We have reviewed your amended draft registration statement and have the following
comments.
            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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 7 to Draft Registration Statement on Form S-1 submitted November 20, 2023
Prospectus Summary, page 1
1.We note your disclosure that "[o]ver the course of 2023, our business has generated
significant growth, profit and cash flow . . . ." Revise to reconcile with your disclosure on
page 86 that you "have historically incurred cumulative losses and negative cash flows
from our operations and we expect to incur additional losses for the foreseeable future."
In the bulleted list of certain 2022 and 2023 results such as GMS, revenue, net income
(loss) and adjusted EBITDA, also highlight your cash flow in 2022 and 2023, to provide
investors with a balanced and complete picture of your recent results.
2.We note your response to prior comment 1 that you will revise "marketing statements and
base such statements on data as of a more recent year in connection with a future
amendment to the Draft Registration Statement."  In addition to your market statements,
we also note that you continue to rely upon 2021 data with respect to your disclosure

 FirstName LastNameEric H. Baker
 Comapany NameStubHub Holdings, Inc.
 December 15, 2023 Page 2
 FirstName LastName
Eric H. Baker
StubHub Holdings, Inc.
December 15, 2023
Page 2
regarding aided brand awareness.  Please tell us whether you plan to revise such
disclosure and/or update the StubHub Brand Study to a more recent year, and if not,
explain why it is reasonable to present such results alongside your disclosure that
"[i]n 2023,     % of our traffic across our global ticketing marketplace came through
organic channels."
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 83
3.We note you revised your non-GAAP measure free cash flow to unlevered free cash flow
which adds back net cash paid for interest and other non-recurring cash costs. You also
state that unlevered cash flow is a liquidity measure. Tell us how you considered the
guidance in Item 10(e)(1)(ii) of Regulation S-K which prohibits excluding charges that
will require cash settlement from a non-GAAP liquidity measure.
            Please 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 Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Alison A. Haggerty