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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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StubHub Holdings, Inc. (Name of Issuer) |
Class A Common Stock, $0.001 par value per share (Title of Class of Securities) |
86384P109 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| CUSIP No. | 86384P109 |
| 1 |
Names of Reporting Persons
WestCap Management, LLC |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☐ (b) |
| 3 | SEC Use Only |
| 4 |
Citizenship or Place of Organization
DELAWARE
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
31,734,690.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
31,734,690.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
31,734,690.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
9.89 % |
| 12 |
Type of Reporting Person (See Instructions)
IA, OO |
| CUSIP No. | 86384P109 |
| 1 |
Names of Reporting Persons
WestCap Stub Holdco 2024, LLC |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☐ (b) |
| 3 | SEC Use Only |
| 4 |
Citizenship or Place of Organization
DELAWARE
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
31,734,690.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
31,734,690.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
31,734,690.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
9.89 % |
| 12 |
Type of Reporting Person (See Instructions)
OO |
| CUSIP No. | 86384P109 |
| 1 |
Names of Reporting Persons
Laurence A. Tosi |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☐ (b) |
| 3 | SEC Use Only |
| 4 |
Citizenship or Place of Organization
UNITED STATES
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
31,734,690.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
31,734,690.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
31,734,690.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
9.89 % |
| 12 |
Type of Reporting Person (See Instructions)
IN |
| Item 1. | ||
| (a) |
Name of issuer:
StubHub Holdings, Inc. | |
| (b) |
Address of issuer's principal executive offices:
175 Greenwich Street, 59th Floor, New York, New York 10007 | |
| Item 2. | ||
| (a) |
Name of person filing:
This report on Schedule 13G (this "Schedule 13G"), is being jointly filed by:
(i) WestCap Management, LLC ("WestCap"), a Delaware limited liability company, the investment manager to WestCap Stub Holdco 2024, LLC ("WestCap Stub"), a Delaware limited liability company, with respect to the shares of Class A common stock, $0.001 par value per share (the "Class A Common Stock") of StubHub Holdings, Inc. (the "Company") held by WestCap Stub;
(ii) WestCap Stub, with respect to the shares of Class A Common Stock directly held by it; and
(iii) Laurence A. Tosi, as the managing member of WestCap ("Mr. Tosi"), with respect to the shares of Class A Common Stock held by WestCap Stub.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the Reporting Persons is the beneficial owner of the Class A Common Stock reported herein. | |
| (b) |
Address or principal business office or, if none, residence:
The address for the Reporting Persons is: 590 Pacific Ave., San Francisco, California 94133. | |
| (c) |
Citizenship:
Each of WestCap Management and WestCap Stub is organized under the laws of the State of Delaware. Mr. Tosi is a citizen of the United States. | |
| (d) |
Title of class of securities:
Class A Common Stock, $0.001 par value per share | |
| (e) |
CUSIP No.:
86384P109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | ☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) |
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | |
| (b) |
Percent of class:
9.89% %
| |
| (c) |
Number of shares as to which the person has:
| |
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(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
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(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
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(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
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(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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WestCap Management, LLC |
| Signature: | /s/ Laurence A. Tosi | |
| Name/Title: | Laurence A. Tosi, Managing Member | |
| Date: | 11/12/2025 |
WestCap Stub Holdco 2024, LLC |
| Signature: | /s/ Laurence A. Tosi | |
| Name/Title: | WestCap Management, LLC, its Manager, By: Laurence A. Tosi, Managing Member | |
| Date: | 11/12/2025 |
Laurence A. Tosi |
| Signature: | /s/ Laurence A. Tosi | |
| Name/Title: | Laurence A. Tosi, Individually | |
| Date: | 11/12/2025 |
| Exhibit Information: Exhibit 99.1: Joint Filing Agreement |
EXHIBIT 99.1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATED: November 12, 2025
| WestCap Management, LLC | ||
| By: | /s/ Laurence A. Tosi | |
| Name: | Laurence A. Tosi | |
| Title: | Managing Member | |
| WestCap Stub Holdco 2024, LLC | ||
| By: | WestCap Management, LLC, its Manager | |
| By: | /s/ Laurence A. Tosi | |
| Name: | /s/ Laurence A. Tosi | |
| Title: | Managing Member | |
| /s/ Laurence A. Tosi | |
| Laurence A. Tosi |