StubHub Holdings, Inc.

S-11 d225849ds1.htm S-1

As filed with the Securities and Exchange Commission on March 21, 2025.

**Registration No. 333- **

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

175 Greenwich Street, 59 th Floor

New York, New York 10007

**(888)977-5364 **

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Eric H. Baker

Founder and Chief Executive Officer

StubHub Holdings, Inc.

175 Greenwich Street, 59 th Floor

New York, New York 10007

**(888)977-5364 **

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. Securities may not be sold until the preliminary prospectus filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated , 2025

Preliminary Prospectus

** Shares**

**STUBHUB HOLDINGS, INC. **

Class A Common Stock

This is the initial public offering of shares of Class A common stock of StubHub Holdings, Inc. We are offering shares of our Class A common stock.

Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price for our Class A common stock will be between $ and $ per share. We have applied to list our Class A common stock on the New York Stock Exchange (the “NYSE”) under the symbol “STUB.” It is a condition to the closing of this offering that the Class A common stock offered hereby has been duly listed on the NYSE.

Upon completion of this offering, we will have two classes of authorized common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 100 votes per share and is convertible at any time, at the option of the holder, into one share of Class A common stock. Each share of our Class B common stock will convert automatically into one share of Class A common stock on the date and time specified by the affirmative vote of the holders of a majority of the outstanding shares of Class B common stock. In addition, each share of our Class B common stock will convert automatically into one share of our Class A common stock upon any transfer of Class B common stock, whether or not for value, except for certain permitted transfers to related and affiliated persons of our Founder and Chief Executive Officer (“CEO”), Eric H. Baker, described in our amended and restated certificate of incorporation, including transfers to immediate family members of Mr. Baker, including upon Mr. Baker’s death, for estate planning purposes provided any voting or economic interests are held by Mr. Baker or his immediate family members, and to certain affiliates of Mr. Baker or his immediate family members provided any voting or economic interests are held by Mr. Baker or his immediate family members. Unless converted into shares of Class A common stock as described above, shares of Class B common stock will remain classified as Class B common stock. Once converted into Class A common stock, the Class B common stock may not be reissued. See “Description of Capital Stock” for more information.

Immediately following this offering, all outstanding shares of our Class B common stock will be held by Mr. Baker and such shares will represent approximately % of the voting power of our outstanding capital stock. As a result, Mr. Baker will have the ability to control the outcome of any action requiring the general approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and stockholder amendments to our bylaws, and the approval of any merger or sale of substantially all of our assets. Upon completion of this offering, we will be a “controlled company” within the meaning of the corporate governance rules of the NYSE, and are therefore permitted to elect not to comply with certain corporate governance requirements thereunder.

Investing in shares of our Class A common stock involves risks. See “Risk Factors” beginning on page 24 to read about factors you should consider before buying shares of our Class A common stock.

Neither the Securities and Exchange Commission (the “SEC”) nor any other regulatory body or state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

We have granted the underwriters the option for a period of 30 days to purchase up to an additional shares of Class A common stock from us at the initial public offering price less underwriting discounts and commissions.

The underwriters expect to deliver the shares of Class A common stock to purchasers on , 2025.

Prospectus dated , 2025.