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 March 19, 2025

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. 12 to Draft Registration Statement on Form S-1
 Submitted February 20, 2025
 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 September 12, 2024 letter.

Amendment No. 12 to Draft Registration Statement on Form S-1 submitted February
20,
2025
"We face intense competition in the ticketing industry . . . ", page 25

1. We note your disclosure that your new direct issuance business faces
significant
 competition from other national, regional and local original issuance
ticketing service
 providers. Please revise this risk factor, or add a separate risk factor
as appropriate, to
 discuss the specific concentration and size of StubHub's competitors in
direct issuance
 ticketing, particularly given your statement on page 115 that you
believe StubHub is
 positioned to become the global destination for consumers to access live
event tickets,
 including those being sold directly by teams, artists and other content
rights holders.
 March 19, 2025
Page 2

 Additionally, on page 115, revise to provide the basis for this belief by
including a
 discussion of the concentration and size of StubHub's competitors in this
 business. The disclosure should provide enough information to investors
so that they
 can gauge the likelihood of, and any obstacles to, your ability to become
the global
 destination for both direct issuance and secondary ticketing. Add related
disclosure
 elsewhere that you discuss this goal, as appropriate.
Components of Results of Operations, page 82

2. Please revise your disclosure to further explain what you mean by
"controlled tickets"
 and whether these tickets are the same as the tickets distributed by
content rights
 holders through the direct issuance model. Also clarify whether you are
the owner of
 controlled tickets, and, if not, what it means that you control these
tickets. In addition,
 on page F-36, you state that you have future purchase commitments for
controlled
 tickets. Please tell us the general nature of your purchase obligations
for controlled
 tickets and clarify at what point in time you purchase the tickets.
Please also explain
 what is included in controlled ticket costs, as we note that this was one
of the primary
 reasons for a $102.2 million overall increase in the cost of revenue
year-over-
 year. Please quantify the amount of the controlled ticket costs to the
extent material.
Results of Operations
Comparison of the Years Ended December 31, 2024 and 2023, page 85

3. You attribute several factors for the increase in cost of revenues with
no
 quantification. Please revise to quantify the factors cited and, as
applicable, describe
 any known trends or uncertainties that have had or that are reasonably
likely to have
 a material change in the relationship between costs and revenues. Refer
to Item 303(b)
 of Regulation S-K.
4. You disclose an increase in revenues of $402.9 million or 29.5% while
sales and
 marketing expenses increased $310.2 million or 59.9%. You attribute the
increase in
 sales and marketing expense primarily to $317.1 million in advertising.
Please further
 explain the advertising investments in new initiatives and discuss any
known trends or
 uncertainties that have had or that are reasonably likely to have a
material change in
 the relationship between your costs and revenues. Refer to Item 303(a)
and (b) of
 Regulation S-K.
Non-GAAP Financial Measures, page 93

5. We note your response to prior comment one and re-issue the comment.
Please revise
 the charts presenting non-GAAP measures to disclose with equal or greater
 prominence the comparable GAAP measure. Refer to Question 102.10(a) of
the Non-
 GAAP Financial Measures Compliance and Disclosure Interpretations for
guidance.
General

6. We note your revised disclosure that both Content and Content
rights holder
 refers to a content owner, such as a performer, artist or team . . . .
 Please tell us why
 you are characterizing such content owners as Content in addition
to Content rights
 holder, and explain why you now use the new term Content
throughout various
 aspect of your disclosure. In this regard, and as examples only, we note
your revised
 March 19, 2025
Page 3

 disclosures that [i]t allows Content to derisk inventory positions
and that Content
 has historically relied on legacy primary ticketing models . . . .
 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: Adam J. Gelardi
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