SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 1271 Avenue of the Americas

 New York, New York 10020-1401

 Tel: +1.212.906.1200 Fax: +1.212.751.4864

 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin

 Milan

 Beijing

 Munich

 Boston

 New York

 Brussels

 Orange County

 Century City

 Paris

 Chicago

 Riyadh

 May 2, 2025

 Dubai

 San Diego

 Düsseldorf

 San Francisco

 Frankfurt

 Seoul

 Hamburg

 Silicon Valley

 Hong Kong

 Singapore

 Houston

 Tel Aviv

 London

 Tokyo

 Los Angeles

 Washington, D.C.

 Madrid

 VIA EDGAR U.S.
Securities and Exchange Commission Division of Corporation Finance
 Office of Trade & Services 100 F Street, N.E.
 Washington, D.C. 20549-6010

 Attention:
 Nasreen Mohammed
 Joel Parker Brian Fetterolf
 Mara Ransom

 Re:
 StubHub Holdings, Inc.
 Response to Letter dated April 2, 2025
 Registration Statement on Form S-1 filed March 21, 2025
 File No. 333-286000
 Ladies and Gentlemen: On behalf of our client,
StubHub Holdings, Inc. (the “ Company ”), we are submitting this letter in response to the comments received from the staff of the U.S. Securities and Exchange Commission (the “ Staff ”) by letter,
dated April 2, 2025 (the “ Comment Letter ”), regarding the Company’s Registration Statement on Form S-1, as filed with the Staff on March 21, 2025 (the
“ Registration Statement ”). For ease of review, we have set forth below each of the numbered comments of the Staff
contained in the Comment Letter in bold type followed by the Company’s responses thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement and all references to page
numbers in such responses are to page numbers in the Registration Statement.

 May 2, 2025
 Page
 2

 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. Response : The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it does not believe that any such revisions are necessary. The founding story and historical context included in the Registration Statement is properly focused on the experience of the Founder and CEO
of StubHub Holdings, Inc., the registrant. Mr. Fluhr does not have any connection to the registrant and has not held any stake, economic or otherwise, in any of its subsidiaries for over 18 years. The Company believes it would be inappropriate
to highlight the name and background of such an individual in the Registration Statement. Rather, it is Mr. Baker’s vision, experience and extensive knowledge of the Company and the ticketing industry more broadly that is relevant to
potential investors. 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 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.

 May 2, 2025
 Page
 3

 Response : The Company respectfully advises the Staff that its direct issuance solution
refers to a model whereby a content rights holder distributes original issuance tickets on its global ticketing marketplace. Content rights holders may elect to manage the distribution process themselves or they may elect to have the Company or
another third party facilitate distribution on their behalf. The Company does not require exclusivity under its direct issuance model; meaning the tickets may be listed for sale simultaneously on the Company’s marketplace as well as other
channels, including other ticketing marketplaces. Under the Company’s direct issuance model, the Company generates and recognizes
revenue in two ways:

 (1)
 The Company generates and recognizes revenue from the service fees it charges buyers and sellers for
transactions involving original issuance tickets on its platform. This is the same manner in which the Company recognizes revenue through its secondary ticketing model, and it applies to all sales of original issuance tickets on its platform.

 (2)
 In select circumstances, the Company also generates and recognizes revenue based on the total sale price of the
ticket and records a corresponding cost of revenue for payment remitted to the content rights holder. The Company
determined that this accounting treatment, which is based on the Company’s application of ASC 606, applies to revenue generated from the sale of tickets subject to certain commercial arrangements the Company entered into with content rights
holders in 2024 to help accelerate the adoption of its direct issuance solution. Under these arrangements, the Company agreed to make specified fixed payments to certain content rights holders in the event that sales of their original issuance
tickets through the Company’s direct issuance solution do not achieve the aggregate monetary thresholds identified in the relevant agreements with such content rights holders. As a result of these commercial arrangements, based on its
consideration of indicators of control as set forth in ASC 606, the Company determined that it may be deemed to have control over such tickets prior to their transfer to the buyer and is therefore acting as principal with respect to these
transactions. The Company refers to tickets subject to these arrangements as “controlled tickets.” The corresponding cost of
revenue recorded for controlled tickets includes fixed and variable costs. The fixed cost represents the specified fixed payments due to the content rights holders under the relevant agreement. The variable cost, if any, represents the additional
amount remitted to the content rights holders in the event that the sales of their original issuance tickets exceed the aggregate monetary threshold identified in the relevant agreement.
 The Company does not expect such commercial arrangements, which result in the accounting treatment of controlled tickets, to be a significant
portion of its strategy as its direct issuance solution scales.

 May 2, 2025
 Page
 4

 In response to the Staff’s comment, the Company will revise the disclosure in its
Registration Statement to include the revisions set forth below on the pages identified. To facilitate the Staff’s review, additions are marked as underlined text and deletions are marked with a strikethrough.
 Glossary, page ii
 Ticketing Business Models

 •

 “Original issuance” or “original issuance ticketing” refers to the initial sale of tickets by
content rights holders. These tickets can be sold through the direct issuance model, primary ticketing model or a combination.

 •

 “Direct issuance” refers to a model whereby a content rights holder distributes original
issuance tickets through our global ticketing marketplace. Direct issuance does not require exclusivity and can be complementary to other methods of ticket sales With our direct issuance solution,
c ontent rights holders may elect to 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. We do not require exclusivity; meaning the tickets may be listed for sale simultaneously on our marketplace as well as other channels, including other ticketing marketplaces, to achieve the broadest possible distribution.
 Prospectus Summary, Our Business, Our Direct Issuance Solution, page 8 and Business, Our Direct Issuance
Solution, page 125 With our direct issuance solution, content rights holders can distribute their
tickets for sale through our marketplace as any other seller would. We do not require exclusivity, allowing content rights holders to broadcast their inventory simultaneously across many channels to achieve the broadest possible distribution. By
accessing our marketplace, content rights holders can leverage our global reach, trusted brands and marketing expertise to maximize their distribution and use our wealth of marketplace data to inform intelligent pricing strategies to
optimize yield on their ticketing inventory . 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. We do not require exclusivity; meaning direct issuance tickets may be listed for sale simultaneously on our marketplace as well as other channels, including other ticketing marketplaces,
to achieve the broadest possible distribution . Risk Factors, page 28
 We may not be successful in executing our business strategy to expand our reach to more categories of events and experiences.
 We are focused on expanding our brands and marketplace to even more categories of events and experiences. New
offerings and initiatives have a high degree of risk, as they may involve unproven businesses for us with which we have limited or no prior operating experience. For example, we have recently launched our direct issuance business
 solution . If content rights holders are not convinced of the value proposition of our marketplace, if we are unsuccessful in building and maintaining relationships with content rights holders or if we do so in a way that is not
profitable or fails to compete successfully against our current or future competitors, we may be unable to realize the objectives of this business strategy or realize our anticipated value in this market. In particular, we entered into certain
commercial arrangements with content rights holders in 2024 to help accelerate the adoption of our direct issuance solution. Under these arrangements, we 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. These arrangements resulted in increased revenue
and corresponding increases to cost of revenue in 2024. While we do not expect such commercial arrangements to be a significant portion of our strategy as our direct issuance

 May 2, 2025
 Page
 5

 solution scales, to the extent our direct issuance solution continues to be supported by such commercial arrangements, our results of operations could be impacted. See “Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Components of Results of Operations” for additional information. Furthermore, the adoption of our direct issuance business solution is
subject to a number of factors, some of which may be out of our control, including the ability or willingness of content rights holders to use our platform to sell tickets, our competitors’ exclusivity rights governing ticket sales for certain
events or venues or buyers’ willingness to engage with our brands and marketplace as a source for direct ticket purchases. There can be no assurance that demand for our direct issuance business solution or any future
offerings and initiatives, including additional live event and experience categories and adjacent market opportunities across the live event ecosystem, will exist, develop or be sustained. Further, these efforts entail investments in and resources
spent on our systems and infrastructure, payments platform, and increased legal and regulatory compliance expenses, which could distract management and divert capital and other resources from our more established offerings. If we are unsuccessful in
executing on our business strategy to reach more categories of events and experiences, including through our direct issuance business solution , our business and growth prospects may be harmed.
 Management’s Discussion and Analysis of Financial Condition and Results of Operations, Components of Results of Operations,
pages 83-84 Revenue
 We generate substantially all of our revenue from fees we charge buyers and sellers for the services we provide to facilitate
their transactions to buy and sell live event tickets on our marketplace. Our fees are generally set as a percentage of the GMS value of a transaction conducted on our platform. We also charge shipping fees to buyers of tickets. We recognize revenue
for transaction facilitation net of the price of the tickets sold and we recognize revenue for shipping fees on a gross basis. We also generate and recognize revenue through the sale of tickets that we acquire and hold in inventory
( “ controlled tickets ” ) and offer for sale on ticketing marketplaces, including on our platform, on a gross basis. We acquire the inventory from content rights
holders. In addition, in 2024, we entered into certain commercial arrangements with content rights holders to
help accelerate the adoption of our direct issuance solution. Under these arrangements, we 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. As a result of these commercial arrangements, we determined that we may be deemed to have control over such
tickets prior to their transfer to the buyer and we refer to tickets subject to these arrangements as “controlled tickets.” For controlled tickets, we recognize revenue on a gross basis based on the total sale price of the ticket,
including service fees, at the point in time the sale to the buyer is executed. Revenue earned from transaction
facilitation and sale of controlled tickets that occur during a financial reporting period is recorded net of incentives, refunds for actual canceled events not previously reserved as well as an estimate for future canceled events. For additional
information, see “—Critical Accounting Policies and Estimates—Revenue Recognition.” Costs and Expenses
 Cost of Revenue (Exclusive of Depreciation and Amortization)
 Cost of revenue (exclusive of depreciation and amortization) includes payment processing costs, costs of controlled tickets,
ticket substitution and replacement costs, shipping costs, costs associated with the maintenance and support of our platform. Costs of controlled tickets include contingent costs estimated to be owed to content rights holder