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United States securities and exchange commission logo
December 11, 2023
Matthew R. A. Heiman
Chief Legal & Administrative Officer
Waystar Holding Corp.
1550 Digital Drive, #300
Lehi, UT 84043
Re: Waystar Holding
Corp.
Amendment No. 3 to
Registration Statement on Form S-1
Filed November 29,
2023
File No. 333-275004
Dear Matthew R. A. Heiman:
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 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 November 24,
2023 letter.
Amendment No. 3 to Form S-1 filed November 29, 2023
Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
60
1. We note based on your
disclosure on pages 115 to 122, that you expect to award IPO
equity awards and other
new compensation awards in connection with this offering. Please
disclose the expected
future expense that will result once this offering is
effective. Disclose
when that expense is expected to affect your results of operations.
Matthew R. A. Heiman
FirstName LastNameMatthew R. A. Heiman
Waystar Holding Corp.
Comapany11,
December NameWaystar
2023 Holding Corp.
December
Page 2 11, 2023 Page 2
FirstName LastName
Please contact Inessa Kessman at 202-551-3371 or Joseph Cascarano at
202-551-3376 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Matthew Derby at 202-551-3334 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: William Brentani, Esq.