SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 2, 2025

Eric H. Baker
Chief Executive Officer
StubHub Holdings, Inc.
175 Greenwich Street, 59th Floor
New York, New York 10007

 Re: StubHub Holdings, Inc.
 Registration Statement on Form S-1
 March 21, 2025
 File No. 333-286000
Dear Eric H. Baker:

 We have reviewed your registration statement and have the following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed March 21, 2025
Our Business, page 1

1. We note various press reports that refer to Jeff Fluhr as a co-founder
of StubHub in
 2000 with Mr. Baker. Where you opt to discuss your founding in 2000,
revise to
 acknowledge Mr. Fluhr as co-founder, if true, or tell us why you believe
such
 revisions are not necessary.
Our Direct Issuance Solution, page 8

2. Revise here and elsewhere as appropriate to clearly explain how you
conduct your
 original issuance business and how you generate revenue from this
business. In this
 section you imply that your original issuance business is conducted as a
direct
 issuance model where content rights holders distribute their tickets
directly through
 your marketplace in the same way a reseller offers tickets through your
marketplace.
 However, we note discussion elsewhere that you generate and recognize
revenue from
 April 2, 2025
Page 2

 the sale of "controlled tickets" that you acquire and hold in inventory
and offer for
 sale on ticketing platforms, including your platform. Clearly disclose
the model(s)
 used for your original issuance sales, whether direct issuance, sale of
controlled
 tickets, or another model. In an appropriate place in the prospectus
disclose the
 mechanics of your sale of controlled tickets, including whether you
purchase
 the tickets directly from content rights holders, if you are the legal
owner of the
 controlled tickets, if the content rights holders have any control over
the tickets after
 your purchase, and whether you recognize revenue only for the controlled
tickets you
 are able to sell. Explain what you mean in your disclosure on page 83
that costs of
 controlled tickets include "contingent costs estimated to be owed to
content rights
 holders upon the achievement of certain sales targets" and how the sales
targets are
 relevant to your sale of controlled tickets. Also clarify whether you
sell these tickets
 on ticketing marketplaces aside from your platform, as suggested by your
disclosure
 on page 83.
3. Please provide support for your disclosure that the largest player made
up
 approximately 25% of the original issuance market in 2024. Disclose the
definition
 you are using for "original issuance market" to determine the 25% market
share,
 including the geographic reach of the market, whether it includes
tickets sold at
 venues of a particular size, and whether it covers a specific subset of
original issuance
 tickets, such as tickets to live events. Tell us whether the market used
to determine the
 market share of the largest player is equivalent to the market in which
you conduct
 your original issuance business.
4. Provide investors with the approximate size of the multi-year deals you
currently have
 in place so that investors can understand the significance of such
deals. Clarify
 whether any of the deals are with the content rights holders you list in
this section,
 such as the NBA and MLB. Please tell us whether these multi-year deals
are included
 in your future purchase commitment agreement as disclosed on page F-36,
and revise
 to clarify as much in your disclosure if so. In this regard, we note
your response to
 comment 2 indicates that the purchase commitment is with regards to a
single content
 rights holder, but your disclosure here indicates that you have multiple
"multi-year
 deals in place that provide access to thousands of tickets per game to
be sold directly
 over [y]our marketplace."
 April 2, 2025
Page 3
Business Model, page 81

5. You disclose that your operating expenses increased by $518 million from
2023 to
 2024 due to your strategic decision to increase investments in new
initiatives such as
 direct issuance. Please further explain the make-up of the costs of
controlled tickets as
 described on page 83 and whether it includes up-front payments made to
purchase
 controlled tickets from content rights holders. If so, explain why you
expect a
 reduction in your controlled ticket costs as a percentage of revenue
given that you will
 continue making these up-front payments when purchasing such tickets
from content
 rights holders.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 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 Mara Ransom at
202-551-3264
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Adam J. Gelardi
</TEXT>
</DOCUMENT>