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CORRESP
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 CORRESP

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 Tel: +1.212.906.1200 Fax: +1.212.751.4864

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 August 11, 2025

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 Washington, D.C.
 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 Parkers

 Brian Fetterolf

 Mara Ransom

 Re:

 StubHub Holdings, Inc.

 Registration Statement on Form S-1

 Letter dated May 16, 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 May 16, 2025 (the “ Comment Letter ”), regarding the Company’s Registration
Statement on Form S-1 (the “ Registration Statement ”) and its response letter submitted to the Staff on May 2, 2025 (the “ Prior Response ”).
 The Company is concurrently filing with the Staff Amendment No. 1 to the Registration Statement (“ Amendment
No. 1 ”), which has been revised to reflect the Prior Response and the Company’s responses to the Comment Letter, as well as certain other changes.
 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 Amendment No. 1 and all references to page numbers in such responses are to page numbers in Amendment
No. 1.

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 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.
 Response : The Company has revised pages 1, 2, 12, 80, 81, 123, 124, 138 and 149.

 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.
 Response: The Company respectfully advises the Staff that it generates substantially all of its revenue from the fees it charges to
facilitate purchase and sale transactions between buyers and sellers of tickets on the Company’s marketplace. As described in Amendment No. 1, the tickets sold through the Company’s platform can be categorized into two types: original
issuance tickets (i.e., initial sale of tickets by a content rights holder) and secondary tickets (i.e., resale of tickets by an individual or professional seller). The Company refers to the sale of original issuance tickets through its marketplace
as “direct issuance.” In accordance with the Accounting Standards Codification 606 – Revenue from Contracts with
Customers (“ASC 606”), for any purchase and sale of tickets on its platform, the Company evaluates its contract with the seller of such tickets to determine whether the Company is acting as a principal or an agent in the transaction,
which indicates whether the revenue generated by a transaction should be accounted for on a gross or net basis. If the Company determines
it is acting as an agent in a transaction, the Company will record revenue on a net basis, which represents the transaction fees earned upon the sale of tickets. When acting as an agent, the Company does not have inventory risk and therefore does
not record inventory. If the Company determines it is acting as a principal in a transaction, the Company will initially record the ticket as inventory on the Company’s consolidated balance sheets. Subsequently, upon sale of the ticket to the
buyer, the Company will recognize the proceeds associated with the sale of the ticket as revenue on a gross basis, in addition to any transaction fees, and relieve the inventory to cost of revenue on the Company’s consolidated statements of
operations. The Company’s standard terms and conditions generally govern the relationship with sellers on its platform, including
individual sellers, professional sellers and content rights holders. With respect to purchase and sale transactions on the Company’s marketplace that are governed solely by the Company’s standard terms and conditions, the Company has
determined it is acting as agent under the guidance provided by ASC 606 and records revenue on a net basis, which represents the transaction fees earned upon the sale of tickets.

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In some cases, as described further in the Company’s response to comment 3 below, the Company has entered into bespoke agreements (the “Agreements”) with certain content rights
holders to reduce their perceived operational burden and economic risk of utilizing the Company’s marketplace. This was an initiative the Company undertook in 2024 to help accelerate content rights holders’ adoption of the Company’s
marketplace as a distribution channel for original issuance tickets. The goal of these Agreements was to bring content rights holders to the Company’s marketplace and demonstrate the value proposition of direct issuance for these sellers. The
Company analyzed each of these Agreements under ASC 606 to determine whether it was acting as principal or agent with respect to the sale of such tickets and should therefore recognize revenue from these transactions on a gross or net basis, as
further described below. The principal versus agent guidance in Accounting Standards Codification 606 – Revenue from Contracts
with Customers (“ASC 606”) provides a framework for the Company to determine if it has promised to provide the good itself, acting as a principal, or arrange for goods or services to be provided by another party, acting as an agent.
 In accordance with ASC
 606-10-55-36A(a), the specified good or service may be the underlying good or service a customer ultimately wants to obtain
(e.g., access to a show, concert or game) or a right to obtain that good or service (e.g., in the form of a ticket). The Company has determined that the right to attend an event, in the form of a ticket, is the specified good or service. The Company
then determines whether its performance obligation is a promise to provide that right (and is therefore a principal) or whether it is arranging for another party to provide that right (and is therefore an agent). The fact that the entity does not
provide the underlying goods or services itself is not determinative. Per ASC 606-10-25-25, “… control of an asset refers to the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset .
 Control includes the ability to prevent other entities from directing the use of, and obtaining the benefits from, an asset. ” ASC 606–10-55-37 further
indicates that an entity is a principal if it controls a good or service before that good or service is transferred to a customer. Per ASC
 606-10-55-37A, “ ...an entity that is a principal obtains control of a good or other asset from the other party that it
then transfers to the customer. ” ASC 606-10-55-39 provides the following indicators to further support an entity’s evaluation of control:
 ASC
 606-10-55-39—Indicators that an entity controls the specified good or service before it is transferred to the customer (and
is therefore a principal…) include, but are not limited to, the following:

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 1.
 Primary responsibility for fulfillment of the tickets
 The entity is primarily responsible for fulfilling the promise to provide the specified good or service. This typically includes
responsibility for acceptability of the specified good or service (for example, primary responsibility for the good or service meeting customer specifications). If the entity is primarily responsible for fulfilling the promise to provide the
specified good or service, this may indicate that the other party involved in providing the specified good or service is acting on the entity’s behalf.
 In certain of the Agreements, the Company had primary responsibility for providing a substitute or replacement ticket if the ticket did not
allow access to the event or the appropriate section and, therefore, the Company was primarily responsible for fulfillment of the tickets to the buyers.

 2.
 Inventory risk
 The entity has inventory risk before the specified good or service has been transferred to a customer, or after transfer of control to the
customer (for example, if the customer has a right of return). For example, if the entity obtains, or commits to obtain, the specified good or service before obtaining a contract with a customer, that may indicate that the entity has the ability to
direct the use of, and obtain substantially all of the remaining benefits from, the good or service before it is transferred to the customer.
 In certain of the Agreements, in exchange for agreeing to list a certain number of tickets, the Company agreed to remit to the content rights
holder a minimum amount of proceeds for that bundle of tickets, regardless of how much the tickets were sold for or whether they were sold at all. If the tickets were to go unsold, the Company would not be able to return the unsold tickets to the
content rights holders. As such, the Company took inventory risk on these tickets.

 3.
 Discretion in establishing price
 The entity has discretion in establishing the prices for the specified goods or service. Establishing the price that the customer pays for
the specified good or service may indicate that the entity has the ability to direct the use of that good or service and obtain substantially all of the remaining benefits. However, an agent can have discretion in establishing prices in some cases.
For example, an agent may have some flexibility in setting prices in order to generate additional revenue from its service of arranging for goods or services to be provided by other parties to customers.
 In certain of the Agreements, the Company shared responsibility for pricing tickets with the content rights holders.

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 While no single indicator described above is individually determinative, certain indicators
may provide stronger evidence than others, depending on the circumstances and the total mix of information available. Based upon the guidance under ASC
 606-10-25-25 and indicators of control under ASC 606-10-55-39, the Company concluded that in Agreements where, in exchange for agreeing to list a certain number of tickets, the Company agreed to remit to the content rights holder a minimum amount of
proceeds for that bundle of tickets, the Company had inventory risk and was considered to have control over the tickets. Accordingly, under these circumstances, the Company has determined it acted as a principal and recorded revenue on a gross basis
upon the sale of the ticket to the buyer. The Company has removed the terminology “controlled tickets” from Amendment No. 1
and instead refers to “inventory,” “inventory risk” and “inventory cost” which more plainly explains and ties to the accounting literature as described above.

 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 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.
 Response: The Company has revised pages ii, iii, 8, 9, 13, 84, 85, 91, 111, 122, 130, 131, 133, 134, 135, 139, F-12, F-19, F-36 and F-37 to help clarify what the Company means when it refers to “direct issuance” and how the Company
generates revenue from the sale of original issuance tickets through its global ticketing marketplace. While StubHub and viagogo have been
traditionally known as ticketing marketplaces for resellers, the Company is focused on expanding its market opportunity by attracting another type of seller to its platform—content rights holders. The discussion of “direct issuance”
throughout Amendment No. 1 refers to any original issuance tickets sold through the Company’s marketplace, as opposed to any resale by an individual or professional seller.
 The Company has revised its disclosures to clarify that it does not have a separate direct issuance model or solution or different methods or
ways in which it employs that model. Rather, the Company’s singular goal with respect to direct issuance is to attract content rights holders to its marketplace in order to broaden its seller base, which has historically been primarily
resellers.

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 To help accelerate content rights holders’ adoption of the Company’s marketplace as
a distribution channel for original issuance tickets, the Company initially entered into agreements with certain content rights holders to reduce the perceived operational burden and economic risk of utilizing the Company’s marketplace. In some
cases, in exchange for agreeing to list a certain number of original issuance tickets, the Company agreed to remit to the content rights holder a minimum amount of proceeds for that bundle of tickets. These amounts were typically set at a percentage
below the aggregate face value of the tickets and owed to the content rights holder regardless of how much the tickets were sold for or whether they were sold at all. For example, a sports team may have agreed to list 100,000 original issuance
tickets on the Company’s marketplace, provided the Company agreed to remit to them at least 50% of the tickets’ aggregate face value. Assuming face value was $100 per ticket, representing an aggregate face value of $10.0 million, the
Company would have borne the risk of loss for those tickets up to an aggregate amount of $5.0 million. In this example, $5.0 million would have been recorded as inventory on the Company’s consolidated balance sheets.
 As described in the Company’s response to the Staff’s comment 2 above, the Company evaluates each contract with a seller to determine
whether the Company is acting as a principal or an agent in the purchase and sale of tickets on its platform, which indicates whether the revenue generated by a transaction should be accounted for on a gross or net basis. While the accounting
treatment applicable to ticket sales can vary due to the Company’s agreements with certain content rights holders as described above, the Company’s business model and growth strategy with respect to direct issuance remains the same, which
is to bring content rights holders to the Company’s marketplace and demonstrate the value proposition of direct issuance for these sellers. The Company does not take inventory risk pursuant to these agreements with the goal of profiting on any
increase in the ticket value, rather the Company takes inventory risk to reduce any perceived