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 May 16, 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
 Response dated May 2, 2025
 File No. 333-286000
Dear Eric H. Baker:

 We have reviewed your amended 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. Unless
we note
otherwise, any references to prior comments are to comments in our April 2,
2025 letter.

Response dated May 2, 2025
General

1. We note your response to prior comment 1 and reissue the comment. Where
you opt
 to discuss your founding in 2000, revise to acknowledge Mr. Fluhr as
co-founder, if
 true, or remove such discussion from your prospectus.
2. We note your response to prior comment 2. Please provide us with a
detailed analysis
 of how you determined that revenue recognition for controlled tickets
should be on a
 gross basis, citing the authoritative literature used to reach your
conclusion.
 May 16, 2025
Page 2
3. We note your response to prior comment 2 and your proposed disclosure
that under
 the direct issuance model "[c]ontent rights holders manage the
distribution process
 themselves, listing their tickets directly on our marketplace as any
other seller would,
 or they may elect to have us or another third party facilitate
distribution on their
 behalf." In connection therewith:

 Revise to further explain the differences in the two ways in which
you employ the
 direct issuance model. State which method involves your use of
controlled tickets,
 as discussed in your your Management's Discussion and Analysis of
Financial
 Condition and Results of Operations, so that investors clearly
understand the
 different ways that each method operates and how you generate revenue
under
 each method. Ensure you clearly disclose which method requires a
payment by
 you for the tickets and whether you bear the risk with respect to
unsold tickets.

 Elaborate upon what "third party" is facilitating distributions if
not by you.

 Please revise to ensure consistency throughout the prospectus in
your use of the
 term "facilitate" to describe your involvement in the distribution of
tickets. When
 used in discussing the two types of direct issuance models, your use
of the term
 "facilitate" appears to describe the model where you agree to
distribute a certain
 number of tickets on behalf of the content rights holder and receive
revenue based
 on the total sales price of the ticket. However, in your Management's
Discussion
 and Analysis of Financial Condition and Results of Operations, you
state that you
 "facilitate" all or most of the transactions, both for secondary
ticketing and direct
 issuance sales (e.g., "[w]e generate substantially all of our revenue
from fees we
 charge to facilitate purchase and sale transactions between buyers
and sellers of
 tickets on our marketplace," and "we must continue to monetize the
ticketing
 transactions that we facilitate on our platform "). The use of
"facilitate" in this
 instance appears to describe the use by the content rights holder of
your
 marketplace to sell their tickets and you would receive fees based on
a percentage
 of the value of the transaction.

4. We note your response to prior comment 2 regarding your direct issuance
model.
 Please revise the prospectus summary and the business section to clearly
discuss in
 further detail the structure of your commercial agreements with content
rights holders
 and explain your obligations under the agreements. Clarify that the
tickets subject to
 these arrangements are referred to by you as "controlled tickets," as you
indicate in
 your response. We note your proposed disclosure that you "agreed to make
specified
 fixed payments to certain content rights holders in the event that sales
of their original
 issuance tickets through our direct issuance solution do not achieve the
aggregate
 monetary thresholds identified in the relevant agreements with such
content rights
 holders." This disclosure suggests that the fixed payment is a penalty
amount paid
 only if ticket sales do not reach the agreed-upon threshold, which is
inconsistent with
 your disclosure elsewhere that the fixed cost is a fixed payment due to
the content
 rights holders under the relevant agreement. Please revise to clearly
explain your
 obligations to pay the fixed amount and variable amount. Ensure that your
disclosure
 May 16, 2025
Page 3

 explains whether you pay the fixed amount to the content rights holder
regardless of
 the aggregate monetary threshold specified in the agreement and if this
results in you
 bearing the risk of any unsold tickets below the agreed-upon amount. Also
clarify, if
 accurate, that the aggregate monetary threshold is used only to determine
additional
 amounts that may be owed to the content rights holder for sales above
this threshold
 amount, but does not impact the fixed amount. In connection therewith,
ensure your
 disclosure clearly reflects the cost structure throughout the prospectus
in the sections
 in which you discuss it. For example, clarify whether the $121.5 million
in purchase
 obligations (discussed on page 105) contemplates solely the fixed costs
or both the
 fixed and variable costs. Include a separate risk factor highlighting the
risk that you
 bear in connection with the "controlled ticket" agreements due to the
purchase
 commitments, or tell us why such risk factor is not necessary. In
connection therewith,
 highlight that you bear certain fixed and variable costs associated with
selling certain
 direct issuance tickets even though you do not have exclusivity with
respect to such
 tickets, if true.
5. We note your disclosure in the prospectus summary that "[i]n 2024, we
surpassed
 $100 million of annual direct issuance GMS transacted on our marketplace
and are
 only scratching the surface of this opportunity." Given your recent entry
into the
 distribution of original issuance tickets, please revise to clarify what
portion of the
 approximately $100 million in annual direct issuance GMS was attributed
to the
 "controlled tickets" model in which you agreed to make specified fixed
payments
 versus the "direct issuance" model where the content rights holder
distributes tickets
 through your marketplace in the same manner as resellers. We also note
your revised
 disclosure stating that "we do not expect such commercial arrangements to
be a
 significant portion of our strategy as our direct issuance solutions
scales." Please
 explain the basis for this statement to provide investors with more
complete context
 for your business model moving forward. Additionally, your disclosure in
 Management's Discussion and Analysis indicates that your entry into
commercial
 arrangements with certain content rights holders resulted in your revenue
increasing
 $402.9 million and your costs and expenses increasing by $518.1 million
from 2023
 to 2024. However, your disclosure on page 86 indicates that the overall
increase in
 your revenue in the amount of $402.9 million was "primarily due to an
increase in
 transaction volume on our platform." So that investors can understand the
material
 drivers of your year over year changes, please revise to clearly indicate
the amount of
 the increase in revenue that was due to your commercial arrangements with
content
 rights holders under the direct issuance model versus the increase in
secondary
 ticketing transaction volume. Please similarly clarify the material
drivers for costs and
 expenses as your disclosure on page 86 states that controlled ticket
costs accounted
 for $82.9 million of the $102.2 million increase in cost of revenue.
6. We note your response to prior comment 4 that "[t]he Company confirms for
the Staff
 that it currently has one arrangement with a single content rights holder
that includes
 future purchase commitments which . . . ." We also note your proposed
disclosure that
 "we entered into certain commercial arrangements with content rights
holders in 2024
 to help accelerate the adoption of our direct issuance solution." Revise
to reconcile
 this inconsistency and clarify whether you have one arrangement with a
single content
 rights holder, or if you have multiple arrangements with content right
holders that
 May 16, 2025
Page 4

 contemplate purchase commitments. Clarify this in your disclosure
throughout the
 prospectus. To the extent there is a distinction between the agreements
you discuss
 here (e.g., if the purchase commitment agreement is different than the
commercial
 arrangements where you agree to make specified fixed payments), revise
to clarify.
7. We note your disclosure that you "are already working with marquee
content rights
 holders, including teams in the NBA, MLB, and European soccer as well as
with
 major musical artists and festivals." Please revise to clarify whether
you have any
 agreements currently in place with any of these partners. If so,
disclose whether these
 agreements are for direct issuance by such partners and, if so, if they
are under
 the "controlled tickets" model or are for the direct sale of tickets by
such partners
 through your platform. State whether such arrangements contributed to
your direct
 issuance GMS in 2024.
8. We note your response to prior comment 5, as well as your proposed
disclosure that
 "we anticipate a reduction in our controlled ticket costs as a
percentage of revenue, as
 we do not expect commercial arrangements that result in the accounting
treatment of
 controlled tickets to be a significant portion of our strategy as our
direct issuance
 solution scales." To balance such disclosure, revise to acknowledge that
you will incur
 controlled ticket costs of approximately $40 million in each of 2025,
2026 and 2027,
 according to page F-36.
 Please contact 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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