CORRESP Filing
StubHub Holdings, Inc.
Date: Sept. 8, 2025 · CIK: 0001337634 · Accession: 0001193125-25-197629
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-286000
Referenced dates: September 3, 2025
Letter
1271 Avenue of the Americas
New York, New York 10020-1401
Tel: +1.212.906.1200 Fax: +1.212.751.4864
www.lw.com
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September 8, 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: Joel Parker
Alyssa Wall
Erin Jaskot
Re: StubHub Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Letter dated September 3, 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 comment received from the staff of the U.S. Securities and Exchange Commission (the “ Staff ”) by letter, dated September 3, 2025 (the “ Comment Letter ”), regarding the Company’s Amendment No. 2 to the Registration Statement on Form S-1 (the “ Registration Statement ”). The Company is concurrently filing with the Staff Amendment No. 3 to the Registration Statement (“ Amendment No. 3 ”), which has been revised to reflect the Company’s response to the Comment Letter, as well as certain other changes. For ease of review, we have set forth below the comment from the Staff contained in the Comment Letter in bold type followed by the Company’s response thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 3 and all references to page numbers in such response are to page numbers in Amendment No. 3.
September 8, 2025 Page
Amendment No. 2 to Registration Statement on Form S-1 Comparison of the Six Months Ended June 30, 2025 and 2024 Revenue, page 87
1. Please quantify and further explain the cause of the increase in refunded fees as a result of higher event cancellations. Refer to Item 303(b) of Regulation S-K. Response : The Company has revised page 91. * * *
September 8, 2025 Page
We hope the foregoing is responsive to your comment. Please do not hesitate to contact me by telephone at (212) 906-1311 with any questions or comments regarding this correspondence.
Very truly yours,
/s/ Michael Benjamin
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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 Chicago Paris September 8, 2025 Dubai Riyadh Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Silicon Valley Houston Singapore London Tel Aviv Los Angeles Tokyo Madrid 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: Joel Parker Alyssa Wall Erin Jaskot Re: StubHub Holdings, Inc. Amendment No. 2 to Registration Statement on Form S-1 Letter dated September 3, 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 comment received from the staff of the U.S. Securities and Exchange Commission (the “ Staff ”) by letter, dated September 3, 2025 (the “ Comment Letter ”), regarding the Company’s Amendment No. 2 to the Registration Statement on Form S-1 (the “ Registration Statement ”). The Company is concurrently filing with the Staff Amendment No. 3 to the Registration Statement (“ Amendment No. 3 ”), which has been revised to reflect the Company’s response to the Comment Letter, as well as certain other changes. For ease of review, we have set forth below the comment from the Staff contained in the Comment Letter in bold type followed by the Company’s response thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 3 and all references to page numbers in such response are to page numbers in Amendment No. 3. September 8, 2025 Page 2 Amendment No. 2 to Registration Statement on Form S-1 Comparison of the Six Months Ended June 30, 2025 and 2024 Revenue, page 87 1. Please quantify and further explain the cause of the increase in refunded fees as a result of higher event cancellations. Refer to Item 303(b) of Regulation S-K. Response : The Company has revised page 91. * * * September 8, 2025 Page 3 We hope the foregoing is responsive to your comment. Please do not hesitate to contact me by telephone at (212) 906-1311 with any questions or comments regarding this correspondence. Very truly yours, /s/ Michael Benjamin Michael Benjamin of LATHAM & WATKINS LLP cc: Eric H. Baker, StubHub Holdings, Inc. Mark Streams, StubHub Holdings, Inc. Connie James, StubHub Holdings, Inc. Tad J. Freese, Latham & Watkins LLP Alison A. Haggerty, Latham & Watkins LLP Adam Gelardi, Latham & Watkins LLP Dave Peinsipp, Cooley LLP Kristin VanderPas, Cooley LLP Denny Won, Cooley LLP