SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 September 12, 2025
 United States Securities and Exchange Commission Division of
Corporation Finance Office of Trade & Services 100
F Street, N.E. Washington, DC 20549

 Attn:
 Joel Parker
 Alyssa Wall Erin Jaskot

 Re:
 StubHub Holdings, Inc. (the “ Registrant ”)
 Registration Statement on Form S-1, as amended (File
 No. 333-286000) Request for Acceleration
 Ladies and Gentlemen: In accordance with Rule 461 under the
Securities Act of 1933, as amended (the “Securities Act”), we, as representatives of the several underwriters, hereby join in the request of the Registrant that the effectiveness of the above-captioned registration statement (the
“Registration Statement”) be accelerated to 4:00 p.m. Eastern Time, on Tuesday, September 16, 2025 or as soon thereafter as practicable.
 Pursuant to Rule 460 under the Securities Act, please be advised that we, as representatives of the several underwriters, will take reasonable steps to secure
adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.
 We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. [signature page follows]

 Very truly yours,

 J.P. MORGAN SECURITIES LLC

 GOLDMAN SACHS & CO. LLC

 As representatives of the Underwriters

 J.P. MORGAN SECURITIES LLC

 By:

 /s/ Olivia Sem

 Name:

 Olivia Sem

 Title:

 Vice President

 GOLDMAN SACHS & CO. LLC

 By:

 /s/ William Connolly

 Name:

 William Connolly

 Title:

 Managing Director
 [Signature Page to Acceleration Request Letter]

CORRESP
 1
 filename1.htm

 CORRESP

 StubHub Holdings, Inc.
 175 Greenwich Street, 59th Floor
 New York, New York 10007 September 12,
2025 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.

  
 Registration Statement on Form S-1, as amended (File No. 333-286000)

  
 Acceleration Request
 To the addressees set forth above: In
accordance with Rule 461 under the Securities Act of 1933, as amended, StubHub Holdings, Inc. (the “ Company ”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-286000) (as amended, the “ Registration Statement ”). The Company respectfully requests that the Registration Statement become
effective as of 4:00 p.m., Eastern Time, on September 16, 2025, or as soon as practicable thereafter, or at such other time as the Company or its legal counsel may request by telephone to the staff of the Division of Corporation Finance of the
Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Michael Benjamin at (212)
 906-1311 or Alison Haggerty at (212) 906-1320. Thank you for your assistance in this matter.
 [ Signature Pages Follow ]

 Very truly yours,

 StubHub Holdings, Inc.

 By:

 /s/ Eric Baker

 Name:

 Eric Baker

 Title:

 Chief Executive Officer

 cc:
 Mark Streams, StubHub Holdings, Inc.
 Connie James, StubHub Holdings, Inc.
 Michael Benjamin, Latham & Watkins LLP
 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
 [ Signature Page to Issuer Acceleration Request ]

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 3, 2025

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

 Re: StubHub Holdings, Inc.
 Amendment No. 2 to Registration Statement on Form S-1
 Filed August 26, 2025
 File No. 333-286000
Dear Eric H. Baker:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe the 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 May 16, 2025
letter.

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.
 September 3, 2025
Page 2

 Please contact Joel Parker at 202-551-3651 if you have questions
regarding comments
on the financial statements and related matters. Please contact Alyssa Wall at
202-551-8106
or Erin Jaskot at 202-551-3442 with any other questions.

 Sincerely,

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

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

 Dubai

 Riyadh

 August 11, 2025

 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:

 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.

 August 11, 2025
 Page
 2

 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.

 August 11, 2025
 Page
 3

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:

 August 11 , 2025
 Page
 4

 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.

 August 11, 2025
 Page
 5

 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.

 August 11, 2025
 Page
 6

 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

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

<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>

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

 March 21, 2025

 Chicago

 Riyadh

 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 Erin Jaskot

 Re: 

 StubHub Holdings, Inc. Response to
Letter dated March 19, 2025 Amendment No. 12 to Draft Registration Statement on Form S-1
 Confidentially Submitted February 20, 2025 CIK
No. 0001337634
 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 March 19, 2025 (the “ Comment Letter ”), regarding the Company’s Amendment
No. 12 to Draft Registration Statement on Form S-1, as confidentially submitted to the Staff on February 20, 2025 (the “ Draft Registration Statement ”).
 The Company is concurrently filing with the Staff a Registration Statement on Form S-1 (the
“ Registration Statement ”), which has been revised to reflect 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 the Registration Statement and all references to page numbers in such responses are to page numbers in the
Registration Statement.

 March 21, 2025
 Page 2

 Amendment No. 12 to Draft Registration Statement on Form
 S-1 submitted February 20, 2025 “We face intense competition in the ticketing industry
. . . “, page 25

 1.
 We note your disclosure that your new direct issuance business faces significant competition from other
national, regional and local original issuance ticketing service providers. Please revise this risk factor, or add a separate risk factor as appropriate, to discuss the specific concentration and size of StubHub’s competitors in direct issuance
ticketing, particularly given your statement on page 115 that you believe StubHub is positioned to become the global destination for consumers to access live event tickets, including those being sold directly by teams, artists and other content
rights holders. Additionally, on page 115, revise to provide the basis for this belief by including a discussion of the concentration and size of StubHub’s competitors in this business. The disclosure should provide enough information to
investors so that they can gauge the likelihood of, and any obstacles to, your ability to become the global destination for both direct issuance and secondary ticketing. Add related disclosure elsewhere that you discuss this goal, as appropriate.
 Response : In response to the Staff’s comment, the Company has revised the disclosure on pages 8, 26 and
125 of the Registration Statement. Components of Results of Operations, page 82

 2.
 Please revise your disclosure to further explain what you mean by “controlled tickets” and whether
these tickets are the same as the tickets distributed by content rights holders through the direct issuance model. Also clarify whether you are the owner of controlled tickets, and, if not, what it means that you control these tickets. In addition,
on page F-36, you state that you have future purchase commitments for controlled tickets. Please tell us the general nature of your purchase obligations for controlled tickets and clarify at what point in time
you purchase the tickets. Please also explain what is included in controlled ticket costs, as we note that this was one of the primary reasons for a $102.2 million overall increase in the cost of revenue year-over-year. Please quantify the
amount of the controlled ticket costs to the extent material. Response : In response to the Staff’s
comment, the Company has revised the disclosure on pages 83, 84, F-12 and F-19 of the Registration Statement. The Company would advise the
Staff that with respect to the comment regarding future purchase commitments on page F-36 of the Registration Statement, the Company would like to clarify that this purchase obligation is related to an
agreement that we entered into with a content rights holder to acquire tickets over multiple years. We recognize these controlled tickets as inventory when the tickets are delivered to us by the content rights holder.

 March 21, 2025
 Page 3

 Results of Operations
 Comparison of the Years Ended December 31, 2024 and 2023, page 85

 3.
 You attribute several factors for the increase in cost of revenues with no quantification. Please revise to
quantify the factors cited and, as applicable, describe any known trends or uncertainties that have had or that are reasonably likely to have a material change in the relationship between costs and revenues. Refer to Item 303(b) of Regulation S-K. Response : In response to the Staff’s comment, the Company has
revised the disclosure on pages 84 and 87 of the Registration Statement

 4.
 You disclose an increase in revenues of $402.9 million or 29.5% while sales and marketing expenses
increased $310.2 million or 59.9%. You attribute the increase in sales and marketing expense primarily to $317.1 million in advertising. Please further explain the advertising investments in new initiatives and discuss any known trends or
uncertainties that have had or that are reasonably likely to have a material change in the relationship between your costs and revenues. Refer to Item 303(a) and (b) of Regulation S-K.
 Response : In response to the Staff’s comment, the Company has revised the disclosure on pages 84 and 87
of the Registration Statement Non-GAAP Financial Measures, page 93

 5.
 We note your response to prior comment one and re-issue the comment.
Please revise the charts presenting non-GAAP measures to disclose with equal or greater prominence the comparable GAAP measure. Refer to Question 102.10(a) of the
 Non-GAAP Financial Measures Compliance and Disclosure Interpretations for guidance.
 Response : In response to the Staff’s comment, the Company has revised the disclosure on pages 97 and 98 of the Registration
Statement.

 March 21, 2025
 Page 4

 General

 6.
 We note your revised disclosure that both “Content” and “Content rights holder” refers
to a “content owner, such as a performer, artist or team . . . .” Please tell us why you are characterizing such content owners as “Content” in addition to “Content rights holder,” and explain why you now use the new
term “Content” throughout various aspect of your disclosure. In this regard, and as examples only, we note your revised disclosures that “[i]t allows Content to derisk inventory positions” and that “Content has historically
relied on legacy primary ticketing models . . . .” Response : In response to the Staff’s comment,
the Company has revised the disclosure throughout the Registration Statement to remove the term “Content” and to revise to “content rights holders” only for clarity.
 * * *

 March 21, 2025
 Page 5

 We hope the foregoing answers are responsive to your comments. 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 19, 2025

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

 Re: StubHub Holdings, Inc.
 Amendment No. 12 to Draft Registration Statement on Form S-1
 Submitted February 20, 2025
 CIK No. 0001337634
Dear Eric H. Baker:

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

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. 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 the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our September 12, 2024 letter.

Amendment No. 12 to Draft Registration Statement on Form S-1 submitted February
20,
2025
"We face intense competition in the ticketing industry . . . ", page 25

1. We note your disclosure that your new direct issuance business faces
significant
 competition from other national, regional and local original issuance
ticketing service
 providers. Please revise this risk factor, or add a separate risk factor
as appropriate, to
 discuss the specific concentration and size of StubHub's competitors in
direct issuance
 ticketing, particularly given your statement on page 115 that you
believe StubHub is
 positioned to become the global destination for consumers to access live
event tickets,
 including those being sold directly by teams, artists and other content
rights holders.
 March 19, 2025
Page 2

 Additionally, on page 115, revise to provide the basis for this belief by
including a
 discussion of the concentration and size of StubHub's competitors in this
 business. The disclosure should provide enough information to investors
so that they
 can gauge the likelihood of, and any obstacles to, your ability to become
the global
 destination for both direct issuance and secondary ticketing. Add related
disclosure
 elsewhere that you discuss this goal, as appropriate.
Components of Results of Operations, page 82

2. Please revise your disclosure to further explain what you mean by
"controlled tickets"
 and whether these tickets are the same as the tickets distributed by
content rights
 holders through the direct issuance model. Also clarify whether you are
the owner of
 controlled tickets, and, if not, what it means that you control these
tickets. In addition,
 on page F-36, you state that you have future purchase commitments for
controlled
 tickets. Please tell us the general nature of your purchase obligations
for controlled
 tickets and clarify at what point in time you purchase the tickets.
Please also explain
 what is included in controlled ticket costs, as we note that this was one
of the primary
 reasons for a $102.2 million overall increase in the cost of revenue
year-over-
 year. Please quantify the amount of the controlled ticket costs to the
extent material.
Results of Operations
Comparison of the Years Ended December 31, 2024 and 2023, page 85

3. You attribute several factors for the increase in cost of revenues with
no
 quantification. Please revise to quantify the factors cited and, as
applicable, describe
 any known trends or uncertainties that have had or that are reasonably
likely to have
 a material change in the relationship between costs and revenues. Refer
to Item 303(b)
 of Regulation S-K.
4. You disclose an increase in revenues of $402.9 million or 29.5% while
sales and
 marketing expenses increased $310.2 million or 59.9%. You attribute the
increase in
 sales and marketing expense primarily to $317.1 million in advertising.
Please further
 explain the advertising investments in new initiatives and discuss any
known trends or
 uncertainties that have had or that are reasonably likely to have a
material change in
 the relationship between your costs and revenues. Refer to Item 303(a)
and (b) of
 Regulation S-K.
Non-GAAP Financial Measures, page 93

5. We note your response to prior comment one and re-issue the comment.
Please revise
 the charts presenting non-GAAP measures to disclose with equal or greater
 prominence the comparable GAAP measure. Refer to Question 102.10(a) of
the Non-
 GAAP Financial Measures Compliance and Disclosure Interpretations for
guidance.
General

6. We note your revised disclosure that both Content and Content
rights holder
 refers to a content owner, such as a performer, artist or team . . . .
 Please tell us why
 you are characterizing such content owners as Content in addition
to Content rights
 holder, and explain why you now use the new term Content
throughout various
 aspect of your disclosure. In this regard, and as examples only, we note
your revised
 March 19, 2025
Page 3

 disclosures that [i]t allows Content to derisk inventory positions
and that Content
 has historically relied on legacy primary ticketing models . . . .
 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 Erin Jaskot at
202-551-3442 with
any other questions.

 Sincerely,

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

September 12, 2024
Eric H. Baker
Chief Executive Officer
StubHub Holdings, Inc.
175 Greenwich Street, 59th Floor
New York, New York 10007
Re:StubHub Holdings, Inc.
Amendment No. 11 to Draft Registration Statement on Form S-1
Submitted August 22, 2024
CIK No. 0001337634
Dear Eric H. Baker:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
June 21, 2024 letter.
Amendment No. 11 to Draft Registration Statement on Form S-1 submitted August 22, 2024
Non-GAAP Financial Measures, page 94
1.In your non-GAAP charts on page 97 and 98, please revise to provide the most directly
comparable GAAP measure with equal or greater prominence to your non-GAAP
measures, including adjustable EBITDA margin. Refer to Question 102.10 of the Non-
GAAP Financial Measures Compliance and Disclosure Interpretations.
Letter from Eric H. Baker, our Founder and CEO, page 117
We note your disclosure that "[w]e believe StubHub is perfectly positioned to become the
global destination for consumers to access  all live event tickets, including those being sold
directly by teams, artists and other content rights holders," as well as your disclosure that 2.

September 12, 2024
Page 2
"we believe StubHub will become the destination fans will turn to for access to every
ticket, every event and every option on demand." Please revise to disclose the basis for
such statements. Please revise your disclosure in this section to provide context for these
statements by disclosing StubHub's current involvement and position in the direct
issuance business, the fact that StubHub did not enter into direct issuance partnerships
until 2023, and the concentration and size of StubHub's competitors in this business.
Please include similar disclosure where you discuss your plans to disrupt the traditional
original issuance ticketing market. The disclosure should provide enough information to
investors so that they can gauge the likelihood of, and any obstacles to, your ability to
become the global destination for both direct issuance and secondary ticketing.
            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 Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Alison A. Haggerty

United States securities and exchange commission logo
June 21, 2024
Eric H. Baker
Chief Executive Officer
StubHub Holdings, Inc.
175 Greenwich Street, 59th Floor
New York, New York 10007
Re:StubHub Holdings, Inc.
Amendment No. 9 to Draft Registration Statement on Form S-1
Submitted June 6, 2024
CIK No. 0001337634
Dear Eric H. Baker:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
May 23, 2024 letter.
Amendment No. 9 to Draft Registration Statement on Form S-1 submitted June 6, 2024
Key StubHub Business Metrics, page iii
1.We note your response to prior comment 6 and reissue the comment in-part. Please
quantify or otherwise provide context for your statement that you are the "clear leader in
the North American secondary ticketing market," so that investors understand the extent
to which you are ahead of your competitors and what makes you a "clear leader."
"We are controlled by our Founder and Chief Executive Officer, Eric Baker . . . ", page 60
2.Here or as a new risk factor, please highlight that that your shareholders Madrone and
Bessemer may significantly influence the company and discuss the associated risks. In
particular, acknowledge that you will require Madrone and Bessemer's prior approval to

 FirstName LastNameEric H. Baker
 Comapany NameStubHub Holdings, Inc.
 June 21, 2024 Page 2
 FirstName LastNameEric H. Baker
StubHub Holdings, Inc.
June 21, 2024
Page 2
appoint a successor to Mr. Baker in the event of his resignation, and that you will
similarly require approval to amend or modify certain conversion rights of your Class B
common stock, as you disclose on page 170.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Gross Merchandise Sales and Gross Ticket Fees, page 92
3.We note your response to prior comment 3. You state that Gross Ticket Fees represents
Gross Merchandise Sales less the amount you remit to sellers and that it is a key metric
used by management. Please tell us how you concluded that Gross Ticket Fees represents
a metric, rather than a non-GAAP measure. Please also provide us with the same analysis
for Gross Merchandise Sales. Refer to Item 10(e)(2) of Regulation S-K for the definition
of a non-GAAP measure.
4.To help us better understand your Gross Ticket Fees and its relationship to Gross
Merchandise Sales and Net Revenue, please provide us with a detailed example of typical
transaction from beginning to end. In the example, please be sure to include detail
depicting the purchase price paid by a buyer for a ticket, transaction and other fees
charged to both the buyer and seller, taxes, shipping costs, estimated cancellations,
promotions and incentives as well as any other facts necessary for a full understanding.
Adjusted EBITDA, page 94
5.We note your response to prior comment 4. Please help us better understand the
adjustment related to potential indirect tax contingencies and related costs by
addressing the following:
•Footnote five to the non-GAAP reconciliation states that during the three months
ended March 31, 2024 and 2023, you incurred $14.8 million and $6.8 million of
expenses, respectively, associated with potential indirect tax contingencies for
withholding obligations and $4.1 million and zero of professional service costs,
respectively. Please tell us if the adjustments are comprised solely of the tax
contingency or if other amounts are also included in the adjustment. In addition, we
note that you refer to $4.1 million of related professional service costs. It is not clear
if these costs are also excluded from Adjusted EBITDA for any of the periods
presented.  Please explain.
•You state that contingent exposures for tax withholding obligations are not expected
to be part of the company’s recurring results of operations and business performance
upon resolution with the respective tax authorities. As a result, you do not expect to
adjust for these contingent exposures and related costs beyond such time as these
matters are resolved with relevant tax authorities. However, you also state that the
ultimate amount, timing and payment of estimated liabilities for these tax matters is
unknown. For that reason, along with the amount of complexity and uncertainty of
these matters, it is not clear how you are able to conclude that these costs are non-
recurring. Please explain in more detail.

 FirstName LastNameEric H. Baker
 Comapany NameStubHub Holdings, Inc.
 June 21, 2024 Page 3
 FirstName LastName
Eric H. Baker
StubHub Holdings, Inc.
June 21, 2024
Page 3
Critical Accounting Policies and Estimates
Benefit (Provision) for Income Taxes, page 112
6.As detailed in your response to prior comment 7, please provide more robust disclosure of
your assessment of the positive and negative evidence considered and the changes in
assumptions that resulted in the release of the full valuation allowance in the year ended
December 31, 2023. Refer to Item 303(b)(3) of Regulation S-K.
            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 Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Alison A. Haggerty

United States securities and exchange commission logo
May 23, 2024
Eric H. Baker
Chief Executive Officer
StubHub Holdings, Inc.
175 Greenwich Street, 59th Floor
New York, New York 10007
Re:StubHub Holdings, Inc.
Amendment No. 8 to Draft Registration Statement on Form S-1
Submitted April 26, 2024
CIK No. 0001337634
Dear Eric H. Baker:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
December 15, 2023 letter.
Amendment No. 8 to Draft Registration Statement on Form S-1 submitted April 26, 2024
Prospectus Summary, page 1
1.We note your response to prior comment 1, as well as your revised disclosure that you
generated net income of $405.2 million in 2023. We further note your revised disclosure
on page 91 that, “[i]f an underwritten initial public offering had occurred on December 31,
2023, we would have recorded $683.3 million of cumulative stock-based compensation
expense,” as well as an additional $646.7 million that will be recognized over 1.8 years.
Please include disclosure in your prospectus summary, and elsewhere as appropriate,
highlighting this anticipated compensation expense and the impact on your future results
of operations, including whether it could impact profitability. Also include risk factor
disclosure, as appropriate.

 FirstName LastNameEric H. Baker
 Comapany NameStubHub Holdings, Inc.
 May 23, 2024 Page 2
 FirstName LastNameEric H. Baker
StubHub Holdings, Inc.
May 23, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Costs and Expenses, page 77
2.Within your trend discussion, please disclose the impact of the stock-based compensation
you expect to record in connection with your initial public offering. Refer to Item 303(a)
and (b)(2)(ii) and (iii) of Regulation S-K.
Gross Ticket Fees, page 83
3.Please revise to indicate the reasons why your gross ticket fees metric provides useful
information to investors. Refer to SEC Release No. 33-10751.
Adjusted EBITDA, page 84
4.We note your adjusted EBITDA includes an adjustment labeled "indirect tax contingency
costs." Please clarify what this adjustment is attempting to convey and how it is not an
ordinary operating expense. Refer to Question 100.01 of the Non- GAAP Financial
Measures Compliance and Disclosure Interpretations (C&DI’s) for guidance.
Free Cash Flow, page 85
5.We note your response to prior comment 3 and the revised non-GAAP measure of free
cash flow excludes intangible assets and capitalized software development costs. Tell us
your consideration of labelling free cash flow as "adjusted" since you include adjustments
for multiple types of transactions. Refer to Questions 102.07 and 100.05 of the Non-
GAAP Financial Measures C&DI’s for guidance.
Our Market Opportunity, page 107
6.We note your response to comment 1 of our letter dated July 24, 2023 that you "will
revise [your] marketing statements and base such statements on data as of a more recent
year in connection with a future amendment to the Draft Registration Statement." We also
note your revised disclosure in connection with your market statements and your SAM
and TAM assumptions. In connection therewith, please disclose the basis for your belief
that you are "the category leader in the international secondary ticketing market."  In this
regard, while we note that you rely on GMS as compared to similar metrics of your largest
competitors with respect to your position as "the clear leader in the North American
secondary ticketing market," it does not appear that you include comparable disclosure
explaining the basis for your international market position. Please also clarify the basis for
your statement that you are the largest ticketing marketplace "where fans can buy tickets
from sellers of all types," as this applies to more than the secondary ticketing market.
Where you state that you are the "clear leader" in the North American secondary ticketing
market, quantify or otherwise explain what makes you the "clear leader."

Additionally, please disclose the basis for your disclosure that "it has been estimated that
approximately 20% of live event tickets go unsold," that you "estimate this contributes to

 FirstName LastNameEric H. Baker
 Comapany NameStubHub Holdings, Inc.
 May 23, 2024 Page 3
 FirstName LastName
Eric H. Baker
StubHub Holdings, Inc.
May 23, 2024
Page 3
approximately $15 billion in lost ticket sales each year for CRHs and that the total
lost value is much greater . . . . ," that you "estimate that total global spend on leisure
experiences and attractions in 2023 was $348 billion," and that "[i]n the long-term, we
expect the international market will outsize the North American market . . . ."
Notes to the Consolidated Financial Statements
19. Income Taxes, page F-53
7.Please provide us with your analysis supporting the release of the deferred tax valuation
allowance in fiscal 2023 including the positive and negative evidence considered. Please
also address how you considered the stock-based compensation expected to be recorded in
connection with your initial public offering.
21. Net Income (Loss) Per Share Attributable to Common Stockholders, page F-58
8.In your calculation of dilutive net income per share, please tell us why you are making
adjustments for the conversion of Class B to Class A shares and why the Class B net
income per share is not impacted by such adjustments.
            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 Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Alison A. Haggerty

United States securities and exchange commission logo
December 15, 2023
Eric H. Baker
Chief Executive Officer
StubHub Holdings, Inc.
175 Greenwich Street, 59th Floor
New York, New York 10007
Re:StubHub Holdings, Inc.
Amendment No. 7 to Draft Registration Statement on Form S-1
Submitted November 20, 2023
CIK No. 0001337634
Dear Eric H. Baker:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 7 to Draft Registration Statement on Form S-1 submitted November 20, 2023
Prospectus Summary, page 1
1.We note your disclosure that "[o]ver the course of 2023, our business has generated
significant growth, profit and cash flow . . . ." Revise to reconcile with your disclosure on
page 86 that you "have historically incurred cumulative losses and negative cash flows
from our operations and we expect to incur additional losses for the foreseeable future."
In the bulleted list of certain 2022 and 2023 results such as GMS, revenue, net income
(loss) and adjusted EBITDA, also highlight your cash flow in 2022 and 2023, to provide
investors with a balanced and complete picture of your recent results.
2.We note your response to prior comment 1 that you will revise "marketing statements and
base such statements on data as of a more recent year in connection with a future
amendment to the Draft Registration Statement."  In addition to your market statements,
we also note that you continue to rely upon 2021 data with respect to your disclosure

 FirstName LastNameEric H. Baker
 Comapany NameStubHub Holdings, Inc.
 December 15, 2023 Page 2
 FirstName LastName
Eric H. Baker
StubHub Holdings, Inc.
December 15, 2023
Page 2
regarding aided brand awareness.  Please tell us whether you plan to revise such
disclosure and/or update the StubHub Brand Study to a more recent year, and if not,
explain why it is reasonable to present such results alongside your disclosure that
"[i]n 2023,     % of our traffic across our global ticketing marketplace came through
organic channels."
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 83
3.We note you revised your non-GAAP measure free cash flow to unlevered free cash flow
which adds back net cash paid for interest and other non-recurring cash costs. You also
state that unlevered cash flow is a liquidity measure. Tell us how you considered the
guidance in Item 10(e)(1)(ii) of Regulation S-K which prohibits excluding charges that
will require cash settlement from a non-GAAP liquidity measure.
            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 Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Alison A. Haggerty

United States securities and exchange commission logo
July 24, 2023
Eric H. Baker
Chief Executive Officer
StubHub Holdings, Inc.
175 Greenwich Street, 59th Floor
New York, New York 10007
Re:StubHub Holdings, Inc.
Amendment No. 6 to Draft Registration Statement on Form S-1
Submitted June 30, 2023
CIK No. 0001337634
Dear Eric H. Baker:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 6 to Draft Registration Statement on Form S-1 submitted June 30, 2023
Prospectus Summary
Our Market Opportunity, page 13
1.We note that you continue to use 2019 to estimate your SAM and TAM, but you deleted
your disclosure that you are using such data "to account for the impact of the COVID 19
pandemic . . . ."   Further, where you disclose on page 71 that "[w]e believe we operate the
largest global marketplace where fans can buy and sell tickets to live events," we note that
you continue to rely upon public regulatory filings and equity research reports from 2019.
Please revise your market statements as of a more recent year such as 2022.  In the
alternative, elaborate upon why using data from 2019 continues to provide a reasonable
basis for your market opportunity estimate and market position.

 FirstName LastNameEric H. Baker
 Comapany NameStubHub Holdings, Inc.
 July 24, 2023 Page 2
 FirstName LastName
Eric H. Baker
StubHub Holdings, Inc.
July 24, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Comparison of the Years Ended December 31, 2022 and 2021, page 80
2.We note that revenues increased 55%, whereas GMS increased 67% for the year ended
December 31, 2022.  Please discuss and quantify the extent to which changes in revenue
are attributable to changes in prices or to changes in volume.  In addition, we note that
cost of revenue increased as a percentage of revenue.  Please tell us your consideration for
disclosing any known trends in the relationship between these costs and revenues.  Refer
to Item 303(a) and (b)(2)(ii) and (iii) of Regulation S-K.
Liquidity and Capital Resources
Cash Flows, page 94
3.Please revise to explain the underlying drivers of the changes in your cash flows used in
operating activities. For instance, explain what caused the changes in the payments due to
buyers and sellers. Refer to Item 303 of Regulation S-K and SEC Release No. 33-8350.
            You may 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 Jennifer López Molina at 202-551-3792 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Alison A. Haggerty

United States securities and exchange commission logo
August 4, 2022
Eric H. Baker
Chief Executive Officer
StubHub Holdings, Inc.
888 7th Avenue, Suite 302
New York, New York 10106
Re:StubHub Holdings, Inc.
Amendment No. 4 to Draft Registration Statement on Form S-1
Submitted July 18, 2022
CIK No. 0001337634
Dear Mr. Baker:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 4 to Draft Registration Statement on Form S-1 submitted July 18, 2022
Risk Factors
"Our variable rate indebtedness subjects us to interest rate risk . . . ", page 50
1.We note your disclosure that "[i]nterest rates may fluctuate in the future" and that "[i]f
interest rates increase, our debt service obligations on our variable rate indebtedness
would increase . . . ."  Please expand your discussion of interest rates to identify the
impact of recent interest rate increases on your operations, how your business has been
affected and in particular the impact on your borrowing costs, and whether such costs
have recently increased or are expected to increase.  Also address your ability to pass
along your increased costs to your customers.  Please make conforming changes in your
Management's Discussion and Analysis of Financial Condition and Results of Operations

 FirstName LastNameEric H. Baker
 Comapany NameStubHub Holdings, Inc.
 August 4, 2022 Page 2
 FirstName LastName
Eric H. Baker
StubHub Holdings, Inc.
August 4, 2022
Page 2
and address how such increased interest rates impact your results of operations, including
any expected decreases in sales volumes, given consumer's increased cost of financing,
and your financial condition, including your balance sheet.  In this regard, given rising
rates, describe any resulting impact on your long-term debt and expand your disclosure to
describe how you are funding these additional costs.
Notes to the Consolidated Financial Statements
2. Basis of Presentation and Summary of Significant Accounting Policies
Cost and Expenses, page F-17
2.We note your response to comment 8.  You state product development costs include
personnel related expenses for employees involved in operation and maintenance of new
and existing products and services.  Thus, it appears certain product development costs are
maintaining and supporting your platform which is integral in providing services to your
customers.  Rule 5-03(b)(2) of Regulation S-X requires, among other things, separate
presentation of cost and expenses applicable to sales and revenues.  Please explain why
costs to maintain and support your platform are not included in cost of revenue.
3.We refer to the presentation of Gross Profit on page F-54.  It is not clear that your
determination of Gross Profit contemplates all Costs of Revenue.  In conjunction with the
above comment, please explain or revise accordingly.
            You may 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 Jennifer López Molina at 202-551-3792 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Alison A. Haggerty

United States securities and exchange commission logo
May 10, 2022
Eric H. Baker
Chief Executive Officer
StubHub Holdings, Inc.
888 7th Avenue, Suite 302
New York, New York 10106
Re:StubHub Holdings, Inc.
Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted April 21, 2021
CIK No. 0001337634
Dear Mr. Baker:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 3 to Draft Registration Statement on Form S-1 submitted April 21, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Our History and Acquisition of StubHub, page 72
1.In the second paragraph on page 74, you present Adjusted EBITDA without providing the
comparable GAAP measure with equal or greater prominence. Please revise to include the
comparable GAAP measure. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question
102.10 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

 FirstName LastNameEric H. Baker
 Comapany NameStubHub Holdings, Inc.
 May 10, 2022 Page 2
 FirstName LastName
Eric H. Baker
StubHub Holdings, Inc.
May 10, 2022
Page 2
Non-GAAP Financial Measures
Adjusted EBITDA, page 77
2.We note your response to comment 4.  Please add a footnote to the table on page 78 that
conveys to investors that in future periods you will have to either continue to issue non-
cash stock-based compensation or pay cash in order to attract, retain and compensate your
employees as these are normal and recurring costs necessary to operate your business.
Please also disclose that you will incur a $51 million charge for stock-based compensation
in conjunction with the direct listing.
Revenue, page 84
3.Tell us your consideration of quantifying the impact on revenues of canceled events and
related reserves in 2021 as compared to 2020 given the significance of the impact on 2020
revenues.
Critical Accounting Policies and Estimates
Stock-Based Compensation, page 98
4.Please quantify the amount of stock-based compensation expense you expect to record in
connection with your direct listing.
Business, page 105
5.We note your response to comment 6 and your disclosure that StubHub is the "largest
global marketplace based on GMS." Given that your competitors do not appear to use
GMS in their publicly filed disclosure, please revise this statement to indicate that this is
the company's belief.  Please also revise to clarify that your marketplace pertains to
secondary sales and revise your footnote to note that you are only relying on 2019 data, if
true.
General
6.We note your response to comment 2, as well as your previous related responses. While
we do not have any further comments at this time regarding your responses, please
confirm your understanding that our decision not to issue additional comments should not
be interpreted to mean that we either agree or disagree with your responses, including any
conclusions you have made, positions you have taken and practices you have engaged in
or may engage in with respect to this matter, including in regards to any NFTs or other
crypto assets that you may develop or mint in the future or that you may support or
facilitate the minting or trading of in the future.
7.Please provide in the filing a description of your internal processes for how you
determine, or will determine as you expand your business, whether particular crypto assets
(including NFTs) are securities within the meaning of the U.S. federal securities laws.
Please also clarify that such processes are risk-based assessments made by the company

 FirstName LastNameEric H. Baker
 Comapany NameStubHub Holdings, Inc.
 May 10, 2022 Page 3
 FirstName LastName
Eric H. Baker
StubHub Holdings, Inc.
May 10, 2022
Page 3
and are not a legal standard or binding on any regulatory body or court.  Further, please
include a risk factor addressing the uncertainty of such assessments and the consequences
of making an incorrect assessment or a regulatory body or court disagreeing with the
company’s assessment.  Finally, please address the potential regulatory risks under the
U.S. federal securities laws if such crypto assets are determined to be securities, such as
compliance with Section 5 of the Securities Act or whether the company could become
subject to regulation as a national securities exchange or as a broker-dealer under the
Securities Exchange Act of 1934.
8.Please expand your discussion of research and development costs, which we note you
reference on page 27.  In particular, please tell us how you define and classify research
and development in your income statement, as well as how you define product
development and why such product development costs are included in your general and
administrative costs, as you disclose on page 82.  Please refer to Item 101 of Regulation
S-K and ASC 730.
            You may 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 Jennifer Lopez Molina at 202-551-3792 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Alison A. Haggerty

United States securities and exchange commission logo
March 7, 2022
Eric H. Baker
Chief Executive Officer
StubHub Holdings, Inc.
888 7th Avenue, Suite 302
New York, New York 10106
Re:StubHub Holdings, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted February 10, 2021
CIK No. 0001337634
Dear Mr. Baker:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1 submitted February 10, 2022
Prospectus Summary
Expand into Adjacent Market Opportunities Across the Live Events Ecosystem, page 12
1.We note your response to comment 3 that “the Company’s current role with respect to
NFTs is simply to provide a marketplace for sales between third parties.”  To the extent
that such NFTs are currently being offered and sold, please include in your prospectus the
description of NFTs currently being sold, the third-parties who are creating them, and
your role in relation to such NFT marketplace within your prospectus.  In this regard, we
note that your response cites NFTs created by the NFL as a prospective example and your
disclosure discusses such NFTs prospectively, but your website includes a description of
such "NFL NFT promo" suggesting such marketplace is currently operating.

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 March 7, 2022 Page 2
 FirstName LastNameEric H. Baker
StubHub Holdings, Inc.
March 7, 2022
Page 2
2.We also note that your response to comment 3 does not provide the requested legal
analysis.  Please provide us with your legal analysis as to whether the NFTs offered and
sold through your marketplace are securities under Section 2(a)(1) of the Securities Act of
1933.  In responding to this comment, please address your operation of the marketplace.
See Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 756
F.2d 230 (2d Cir. 1985).
Risk Factors
"None of our stockholders are party to any contractual lock-up agreement or other contractual
restrictions . . . ", page 55
3.We note your response to comment 6, as well as your amended disclosure that you "had
__ RSUs outstanding," that "[a]ll of the shares of Class A common stock issuable upon
the exercise of stock options and the settlement of RSUs will be registered for public
resale," and that such "shares will be able to be freely sold in the public market upon
issuance, subject to applicable vesting requirements . . . ."  Please also state the number of
RSUs that will have both vested and settled close in time to the closing of the direct
listing, to provide investors with additional quantifiable context for the dilution and price
volatility risks.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures
Adjusted EBITDA, page 77
4.Please disclose the rationale for making an adjustment for stock-based compensation
expense in your calculation of adjusted EBITDA.
Business, page 109
5.We note your response to comment 10 that your "measure for possessing one of the most
comprehensive proprietary datasets of live event information in the industry is based on
over 35 years of combined experience across the StubHub and viagogo businesses, which
has facilitated the largest number of transactions based on GMS in the live events
industry" (emphasis added).  Your disclosure in the prospectus, e.g. page 10, only relies
on such 35 years of combined experience.  Please revise your disclosure throughout the
prospectus to ascribe the measure and source to your statement.  For example, please
revise to state that your statement is supported by the number of transactions based on
GMS, if true, and whether you make such industry statement based on public filings and
equity research reports, similar to your assessment of your position in the marketplace on
page 3.
6.Also, we note your response to comment 10 attributing your statement regarding your
position as the largest global marketplace by GMS to "the compilation of data from
various sources, including certain public regulatory filings of the Company’s largest
competitors and equity research reports, rather than a single source."  Please provide

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StubHub Holdings, Inc.
March 7, 2022
Page 3
supplemental copies of such equity research reports, which we note you also refer to in
your prospectus (e.g., the footnote on pages 4, 71 and 101). Please contact the staff
member associated with the review of this filing to discuss how to submit the materials, if
any, to us for our review.
7.We note your revised disclosure in response to comment 2.  To the extent material, please
revise your disclosure to quantify, if possible, the percentage of revenue attributable to
professional resellers. In this regard, we note your disclosure on page 111 that some of
your growth strategies regarding the expansion of seller services are focused on
professional resellers.
Plan of Distribution, page 161
8.To ensure consistency throughout your filing, please revise the first sentence of this
section. In this regard, you reference trading venues other than NASDAQ.
Part II
Item 15. Recent Sales of Unregistered Securities, page II-2
9.Please revise to provide the disclosure required by Item 701 of Regulation S-K for all
relevant issuances and include the exemption relied upon and the facts supporting your
reliance upon the exemption.  For example, we note your issuances of shares pursuant to
convertible promissory notes and your Class A Common Stock Purchase Agreement
discussed in the section "Certain Relationships and Related Party Transactions."

            You may contact Robyn Manuel at 202-551-3823 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 Jennifer López Molina at 202-551-3792 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Alison A. Haggerty

United States securities and exchange commission logo
January 20, 2022
Eric H. Baker
Chief Executive Officer
StubHub Holdings, Inc.
888 7th Avenue, Suite 302
New York, New York 10106
Re:StubHub Holdings, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted December 22, 2021
CIK No. 0001337634
Dear Mr. Baker:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted December 22, 2021
Prospectus Summary
Our Business Today, page 4
1.We note your response to comment 31, as well as your amended disclosure, and we
reissue the comment in-part.  In each instance in which you provide quantifiable data for
metrics in fiscal year 2019, please provide the corresponding disclosure for fiscal year
2020.  In particular, please state the number of buyers in 2020 on a combined basis, as you
do on pages 11 and 109, and make conforming changes throughout the prospectus.
2.We note your disclosure that your "marketplace is built for fans" and that you
"believe that everyone is a fan."  We also note your amended disclosure on pages 11 and

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 Comapany NameStubHub Holdings, Inc.
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January 20, 2022
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12 that, in addition to "individual fans," your sellers may be "individuals or businesses
that purchase tickets with an intent to resell, which [you] refer to as professional
resellers."  To the extent that your professional resellers are a material portion of your
sellers, please discuss such group here when discussing your fans, buyers and sellers, as
you do, for example, on page 24 when discussing your "individual fans who are ticket
buyers and sellers as well as professional ticket resellers."
Our Growth Strategies
Expand into Adjacent Market Opportunities Across the Live Events Ecosystem, page 12
3.We note your amended disclosure that you are "well-positioned to facilitate fan
engagement around and adjacent to live events such as . . . new seller promotional
offerings such as non-fungible tokens (“NFTs”) for tickets and souvenirs."  Your website
also indicates that you are facilitating NFT sales through Ticketmaster's marketplace.  In
connection with such growth strategy, please:

•Provide a materially complete description of the NFTs and clarify who creates them.

•Provide us with your legal analysis that such digital assets monetized on your
marketplace are not securities and, therefore, you are not facilitating, or causing you
to engage in, transactions in unregistered securities.

•Explain to us how your marketplace operates with respect to NFTs and your role in it.
Risk Factors
"We are subject to extensive governmental regulations . . . ", page 38
4.We note your response to comment 19, as well as your amended disclosure on pages 114
and 115 that you are subject to certain "post-closing obligations" pursuant to the CMA
undertakings.  Please discuss such obligations here in your discussion of the "agreement
with the CMA," including your obligations to "refrain from using the StubHub brand" and
to "implement a mechanism to redirect resellers or buyers of tickets to U.K. live events
from [y]our website to the website of the purchaser of the StubHub international
business for a period of five years."
"We are controlled by our Founder and CEO . . . ", page 54
5.We note your response to comment 7, as well as your amended disclosure that you "may
decide to issue additional shares of Class B common stock to Mr. Baker" that would be
"dilutive to holders of Class A common stock."  Please revise your disclosure to clarify
that the issuance of Class B common stock generally to private investors, in addition to
Mr. Baker, would have similar dilutive effects, if true.

 FirstName LastNameEric H. Baker
 Comapany NameStubHub Holdings, Inc.
 January 20, 2022 Page 3
 FirstName LastName
Eric H. Baker
StubHub Holdings, Inc.
January 20, 2022
Page 3
"None of our stockholders are party to any contractual lock-up agreement or other contractual
restrictions . . . ", page 55
6.We note that, in addition to your outstanding options, there are certain RSUs that will vest
and settle upon the completion of this offering.  For example, we note your disclosure on
page 124 that "[y]our restricted stock units vest based on satisfaction of both a liquidity
event condition and a service-based condition. The liquidity event condition will be
satisfied once shares of [y]our Class A common stock become publicly traded."  Please
revise your risk factor to discuss how the settlement of these RSUs close in time to the
pricing of this offering may increase volatility. Additionally, please discuss how the
exercise of the stock options and settlement of the RSUs would be an additional stock
issuance that may cause stockholders to experience dilution.
Market and Industry Data, page 65
7.We note your response to comment 20, as well as your amended disclosure that the
"StubHub Brand Study ranked the most aided brand awareness . . . ."  Please revise your
disclosure to clarify whether such ranking and the top seven industry brands pertain to the
United States, as we note your disclosure elsewhere only uses the "aided brand
awareness" measure with respect to the United States.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Our Ability to Attract Buyers Efficiently, page 79
8.We note your response to comment 11, as well as your amended disclosure.  In addition:

•Please explain why you believe your 2020 data reflects your ability to "attract buyers
through unpaid channels following the StubHub Acquisition," given that your GMS
through unpaid channels decreased from 2019 to 2020.  In this regard, we also note
your disclosure that "[p]rior to the StubHub Acquisition, viagogo allocated
substantially all of its marketing budget to performance marketing," which indicates
that your viagogo business has reduced marketing spend since 2019.

•Please tell us how you are able to determine if buyers discover your platform through
unpaid channels and explain whether you are able to determine if buyers that came
through unpaid channels are separate from those who buy tickets on your platform as
a result of your performance marketing.

•To balance your disclosure of your return on advertising spend in 2019, please
provide the corresponding data for 2020 (and 2021, to the extent that you update to
provide 2021 financial information).  In this regard, we note that your disclosure
implies that 34% of GMS was generated through paid channels in 2020 and thereby
indicates that your performance marketing spend is still a material component of your
business following the acquisition of StubHub.

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 Comapany NameStubHub Holdings, Inc.
 January 20, 2022 Page 4
 FirstName LastName
Eric H. Baker
StubHub Holdings, Inc.
January 20, 2022
Page 4
Critical Accounting Policies and Estimates
Revenue Recognition, page 91
9.We note your response and revised disclosure to comment 26.  On page 92 you state that
the fees previously recognized as revenue are reversed when events are canceled.  Please
clarify this statement in light of your revised disclosure that you record revenue net of an
estimate for cancellation refunds.
Business, page 100
10.We note your response to comment 7, as well as your amended disclosure, and we reissue
the comment in-part.  Please explain by what measure you have "one of the most
comprehensive proprietary datasets of live event information in the industry."  Please also
revise your disclosure to attribute the statements you make to a particular source,
including your statements that you operate the "largest global marketplace" by GMS and
that you are a "leading brand."
            You may contact Robyn Manuel at 202-551-3823 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 Jennifer López Molina at 202-551-3792 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Alison A. Haggerty

United States securities and exchange commission logo
December 8, 2021
Eric H. Baker
Chief Executive Officer
StubHub Holdings, Inc.
888 7th Avenue, Suite 302
New York, New York 10106
Re:StubHub Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted November 8, 2021
CIK No. 0001337634
Dear Mr. Baker:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted November 8, 2021
Prospectus Cover Page
1.We note your disclosure that, "[b]ased on information available to [you], the high and low
sales price per share of [y]our common stock for such private transactions . . . " (emphasis
added).  We also note your disclosure on pages 61 and 151 that you have provided the
high and low sales prices per share of your Class A common stock.  Please revise your
disclosure to clarify whether the high and low sales price per share for "such private
transactions" include only shares of Class A common stock, or alternatively a combination
of your outstanding shares of Class A, Class B and Class C common stock.

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 December 8, 2021 Page 2
 FirstName LastName
Eric H. Baker
StubHub Holdings, Inc.
December 8, 2021
Page 2
2.Please state that Eric Baker, your founder and chief executive officer, will own a
controlling interest in you after this offering, and identify the percentage ownership that
he will have.
Prospectus Summary
Key Business Metrics and Non-GAAP Financial Measures, page 19
3.Your definition of GMS excludes the impact of refunds due to event cancellations.  Please
tell us how you determined that this is appropriate considering the impact that
the COVID-19 pandemic had on cancellations.  In addition quantify for us the amount of
GMS that relates to event cancellations for all periods presented.
Risk Factors
Risks Relating to the COVID-19 Pandemic, page 21
4.Regarding your disclosure about the decline in revenue from 2019 to 2020, please revise
to give context to the decline in the revenue of the StubHub Legacy Business.
Risks Relating to Our Business and the Ticket Resale Industry
"Changes in internet search engine algorithms and dynamics . . . ", page 25
5.We note your disclosure that "in July 2019, Google temporarily suspended viagogo from
its paid search results for alleged violations of Google’s advertising policy . . . ."  To
provide additional context to investors please discuss the nature of the "alleged violations
of Google's advertising policy" and quantify the impact on your business, to the extent
material.  In this regard, we note your disclosure that the suspension "affected a portion of
[y]our revenue generated through paid search channels in the second half of 2019."
Risks Relating to Ownership of Our Class A Common Stock, page 51
6.To the extent material, discuss the risks that the agreements with Madrone Partners, L.P.
present to your investors. In this regard, we note your disclosure that "[i]n connection with
the Madrone Purchase Agreement . . . Madrone’s written consent is required for certain
Company actions, including redemptions or repurchase of [y]our Founder’s shares,
issuances of new securities with liquidation preferences senior to [y]our Class A common
stock, entry into material agreements or transactions with our Founder and his affiliates,
changes to powers, preferences, or special rights of Class A common stock so as to affect
the Class A common stock adversely, or amendment, termination or waiver of the rights
of Madrone under [y]our amended and restated voting agreements, amended and
restated co-sale and first refusal agreement, or amended and restated investors’ rights
agreement."

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December 8, 2021
Page 3
"None of our stockholders are party to any contractual lock-up agreement or other contractual
restrictions . . . ", page 54
7.We note your disclosure that the "issuance of additional capital stock may cause
stockholders to experience significant dilution . . . ."  Here or as a new risk factor,
please disclose that future issuances of shares of Class B common stock may be dilutive to
the holders of shares of Class A common stock, particularly with respect to their voting
power.
"Our amended and restated certificate of incorporation will designate the Court of Chancery of
the State of Delaware . . . ", page 60
8.We note your disclosure that federal district courts will be the exclusive forum for
litigation arising under the Securities Act.  Please revise your disclosure to acknowledge
that there is uncertainty as to whether a court would enforce such provision.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Our History and Acquisition of StubHub, page 79
9.Please disclose the basis for your statement that you "have realized the substantial
majority of [the] cost synergies" identified in connection with your acquisition of
StubHub, as you disclose on page 29 that you began "full operational integration of the
two businesses" in September 2021.
Non-GAAP Financial Measures
Adjusted EBITDA, page 83
10.In the reconciliation from net income (loss) to Adjusted EBITDA, please revise the line
item captioned “[o]ther” into separate reconciling items for larger items such as litigation-
related losses.  Also, please expand your disclosure to explain the nature of the litigation
losses and why they are not considered representative of the “ongoing financial
performance of [your] core business.”  To the extent you continue to identify the litigation
losses as unusual, infrequent or non-recurring in nature, please tell us how you have
considered the prohibition in Item 10(e)(1)(ii)(b) of Regulation S-K in terms of adjusting
non-GAAP performance measures.
Key Factors Affecting Our Performance
Our Ability to Attract Buyers Efficiently, page 86
11.With respect to your disclosure that "71% of [gross merchandise sales] . . . for the
StubHub Legacy Business was generated through unpaid channels," please discuss how
you determine if sales are generated through unpaid channels compared to "paid
channels."  In this regard, please explain whether you are attributing such generation of
sales to buyers, sellers or both types of fans using your platform through unpaid channels.
Additionally, to balance your description of "unpaid channels," please describe what you

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mean by "paid channels" in appropriate places (e.g., page 111) and discuss the extent to
which your "performance marketing" (e.g., page 120) is included within this category.
12.We note your disclosure that you "achieve contribution profit in excess of [y]our customer
acquisition costs from a buyer’s first transaction."  Please quantify the number of buyers
in connection therewith, as we note that you separately discuss the connection between
your gross merchandise sales and number of sellers in the immediately succeeding
paragraph.  Additionally, please discuss how you calculate "contribution profit" in greater
detail by particularly explaining what you mean by "variable costs."  Please also define
"customer acquisition cost" and explain what you mean by "purchase intent" (e.g., page
110), "repeat engagement" (e.g., page 114) and "transaction frequency" (e.g., page 115),
to the extent that these are material metrics.
Our Ability to Attract Sellers and Offer a Breadth of Live Event Inventory on Our Marketplace,
page 86
13.Please define "active sellers" and explain how this metric is distinguishable from your
discussion of "more than one million sellers on [y]our marketplace" in 2019, as you
discuss on page 77.  To the extent that you measure how active your buyers are, please
revise to also include a discussion of this metric, if material.
Critical Accounting Policies and Estimates
Impairment of Goodwill and Indefinite-Lived Intangible Asset and Other Long-Lived Assets,
page 102
14.We note your disclosure that in conducting your annual impairment tests on October 1,
2020 for goodwill and other indefinite-lived intangible assets, you determined a
quantitative impairment test was necessary, but ultimately concluded no adjustments to
the carrying value of goodwill or trademarks and trade names were required.  In light of
the prolonged impacts of the pandemic, please disclose additional information for
investors to assess the likelihood of future impairment charges.  For example, in terms of
goodwill, please disclose whether your reporting unit is at risk of failing the quantitative
impairment test or that the fair value of your reporting unit substantially exceeds the
carrying value and is not at risk of failing.  If the reporting unit is at risk of failing, please
disclose:
•the percentage by which fair value exceeded carrying value at the date of the most
recent test;
•a description of the method and key assumptions used and how the key assumptions
were determined;
•a discussion of the degree of uncertainty associated with the key assumptions,
providing specifics to the extent possible, such as the valuation model assumes
recovery from the business downturn within a defined period of time; and
•a description of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions.
For trademarks and tradenames, information such as the extent to which fair value

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 Comapany NameStubHub Holdings, Inc.
 December 8, 2021 Page 5
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Eric H. Baker
StubHub Holdings, Inc.
December 8, 2021
Page 5
exceeded carrying value should likewise be provided to aid investors in assessing the
likelihood of future impairment.
Business, page 106
15.In a separate sub-section, please discuss the acquisition of the StubHub business by
viagogo in February 2020, the CMA final report, the operational integration of the
StubHub and viagogo businesses, and the associated divestiture of the StubHub
international business in September 2021, which we note you discuss throughout your risk
factors.  In this regard, please discuss any material terms of the share purchase agreement
entered into on August 6, 2021, including the consideration, which we note you discuss on
pages F-32 and F-47.  Please refer to Item 101(a)(1) of Regulation S-K.
16.We note your disclosure that "[i]n February 2020, viagogo acquired StubHub from eBay,
bringing together the two businesses Eric founded."  To provide additional context to
investors, please revise your disclosure to discuss that the United Kingdom's Competition
and Markets Authority issued an enforcement order on February 7, 2020 prior to the
closing of the merger, as you discuss on page F-32.  In revising your disclosure, please
discuss that such order prevented you from integrating the two business, and that the
"bringing together" of your two businesses was not permitted until the divestiture of the
StubHub international business was approved on September 8, 2021.  To the extent
applicable, please make conforming changes throughout the prospectus.
17.Please discuss by what measure you are the "largest global marketplace where fans can
buy and sell tickets to live events" (e.g., by number of buyers, sellers, tickets sold,
transactions, etc.), as well as by what measure you have "one of the most comprehensive
proprietary datasets of live event industry in the industry" (e.g., page 114).  Please also
disclose the basis upon which you are a "leading brand" (e.g., page 86).
18.Please further discuss the measures you take in connection with the price of tickets sold in
"jurisdictions that prohibit the resale of event tickets (anti-scalping laws) at prices above
the face value of the tickets or at all, or highly regulate the resale of tickets." As a related
matter, please revise your risk factor section to further discuss the risks you face as a
result of anti-scalping laws and how you mitigate any potential related risks with regards
to your "professional resellers," if applicable.
19.We note your disclosure on page 38 that you "are currently subject to an agreement with
the CMA which governs, and in certain cases places limitations on, certain of [y]our ticket
resale practices on [y]our U.K. website and which requires an annual independent review
of compliance until 2023."  Please discuss here or elsewhere in your filing, such
agreement and the related legal obligations, as well as any additional ongoing
obligations in connection with resolved proceedings.

 FirstName LastNameEric H. Baker
 Comapany NameStubHub Holdings, Inc.
 December 8, 2021 Page 6
 FirstName LastName
Eric H. Baker
StubHub Holdings, Inc.
December 8, 2021
Page 6
Our Business Today, page 107
20.Please explain how "aided brand awareness" is calculated and provide a more detailed
discussion of the study by CoLab Group, including sample size and number of brands
studied.  Additionally, please file CoLab Group's consent as an exhibit to the registration
statement as required by Section 7 of the Securities Act and Securities Act Rule 436.
Please also revise your disclosure in the section entitled "Market and Industry Data" on
page 65 to note that you commissioned such study.  Last, in appropriate places where you
discuss your "brand" throughout the prospectus, please revise such disclosure to discuss
that you "have agreed to not use [y]our StubHub brand outside of the United States and
Canada . . . for 10 years . . . ."  In this regard, please discuss the awareness of the viagogo
brand to balance your discussion of the StubHub brand awareness or tell us why such
information is not material.
Expand Seller Services, page 115
21.To provide additional context to investors regarding your "sellers," please provide a more
robust discussion of your sellers' businesses and discuss in greater detail the "financing
options" that you plan to provide to such sellers.  To the extent applicable, please discuss
the "event organizers and professional ticket resellers," as you discuss on page 24.  Last,
in appropriate places throughout the Business section, please discuss "professional sellers"
as a group within your marketplace, in light of your reference to such group throughout
your risk factors.
SAM, page 117
22.We note your disclosure that your serviceable addressable market includes "approximately
$14 billion in secondary ticketing."  Please revise your disclosure to further explain what
you mean by the value ascribed to "secondary ticketing" (for example, by clarifying if the
$14 billion is the total value of the secondary tickets sold, or if it only includes the value
gained as a result of the difference between the secondary and primary ticketing value).
In this regard, further discuss the material assumptions and estimates underlying your
calculation of TAM and SAM.

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 Comapany NameStubHub Holdings, Inc.
 December 8, 2021 Page 7
 FirstName LastName
Eric H. Baker
StubHub Holdings, Inc.
December 8, 2021
Page 7
Certain Relationships and Related Party Transactions
Agreeme