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June 21, 2024
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. 9 to Draft Registration Statement on Form S-1
Submitted June 6, 2024
CIK No. 0001337634
Dear Eric H. Baker:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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. Unless we note otherwise, any references to prior comments are to comments in our
May 23, 2024 letter.
Amendment No. 9 to Draft Registration Statement on Form S-1 submitted June 6, 2024
Key StubHub Business Metrics, page iii
1.We note your response to prior comment 6 and reissue the comment in-part. Please
quantify or otherwise provide context for your statement that you are the "clear leader in
the North American secondary ticketing market," so that investors understand the extent
to which you are ahead of your competitors and what makes you a "clear leader."
"We are controlled by our Founder and Chief Executive Officer, Eric Baker . . . ", page 60
2.Here or as a new risk factor, please highlight that that your shareholders Madrone and
Bessemer may significantly influence the company and discuss the associated risks. In
particular, acknowledge that you will require Madrone and Bessemer's prior approval to

 FirstName LastNameEric H. Baker
 Comapany NameStubHub Holdings, Inc.
 June 21, 2024 Page 2
 FirstName LastNameEric H. Baker
StubHub Holdings, Inc.
June 21, 2024
Page 2
appoint a successor to Mr. Baker in the event of his resignation, and that you will
similarly require approval to amend or modify certain conversion rights of your Class B
common stock, as you disclose on page 170.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Gross Merchandise Sales and Gross Ticket Fees, page 92
3.We note your response to prior comment 3. You state that Gross Ticket Fees represents
Gross Merchandise Sales less the amount you remit to sellers and that it is a key metric
used by management. Please tell us how you concluded that Gross Ticket Fees represents
a metric, rather than a non-GAAP measure. Please also provide us with the same analysis
for Gross Merchandise Sales. Refer to Item 10(e)(2) of Regulation S-K for the definition
of a non-GAAP measure.
4.To help us better understand your Gross Ticket Fees and its relationship to Gross
Merchandise Sales and Net Revenue, please provide us with a detailed example of typical
transaction from beginning to end. In the example, please be sure to include detail
depicting the purchase price paid by a buyer for a ticket, transaction and other fees
charged to both the buyer and seller, taxes, shipping costs, estimated cancellations,
promotions and incentives as well as any other facts necessary for a full understanding.
Adjusted EBITDA, page 94
5.We note your response to prior comment 4. Please help us better understand the
adjustment related to potential indirect tax contingencies and related costs by
addressing the following:
•Footnote five to the non-GAAP reconciliation states that during the three months
ended March 31, 2024 and 2023, you incurred $14.8 million and $6.8 million of
expenses, respectively, associated with potential indirect tax contingencies for
withholding obligations and $4.1 million and zero of professional service costs,
respectively. Please tell us if the adjustments are comprised solely of the tax
contingency or if other amounts are also included in the adjustment. In addition, we
note that you refer to $4.1 million of related professional service costs. It is not clear
if these costs are also excluded from Adjusted EBITDA for any of the periods
presented.  Please explain.
•You state that contingent exposures for tax withholding obligations are not expected
to be part of the company’s recurring results of operations and business performance
upon resolution with the respective tax authorities. As a result, you do not expect to
adjust for these contingent exposures and related costs beyond such time as these
matters are resolved with relevant tax authorities. However, you also state that the
ultimate amount, timing and payment of estimated liabilities for these tax matters is
unknown. For that reason, along with the amount of complexity and uncertainty of
these matters, it is not clear how you are able to conclude that these costs are non-
recurring. Please explain in more detail.

 FirstName LastNameEric H. Baker
 Comapany NameStubHub Holdings, Inc.
 June 21, 2024 Page 3
 FirstName LastName
Eric H. Baker
StubHub Holdings, Inc.
June 21, 2024
Page 3
Critical Accounting Policies and Estimates
Benefit (Provision) for Income Taxes, page 112
6.As detailed in your response to prior comment 7, please provide more robust disclosure of
your assessment of the positive and negative evidence considered and the changes in
assumptions that resulted in the release of the full valuation allowance in the year ended
December 31, 2023. Refer to Item 303(b)(3) of Regulation S-K.
            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