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United States securities and exchange commission logo
November 24, 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. 2 to
Registration Statement on Form S-1
Filed November 15,
2023
File No. 333-275004
Dear Matthew R. A. Heiman:
We have reviewed your amended registration statement and have the
following
comments.
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 3, 2023
letter.
Form S-1 filed November 15, 2023
Management's discussion and analysis of financial conditions and results
of operations, page 60
1. We note your response
to our prior comment one and your restored disclosure. Please
expand your results of
operations discussion for nine months ended December 31, 2023,
to discuss and analyze
how the acquired solutions with relatively higher cost of revenues
impacted the change in
total cost of revenue as a percentage of reported revenue. Also,
since your recent
acquisitions primarily generate volume-based revenue, with a higher
cost of revenue
relative to the cost of revenue for other Waystar solutions, disclose if
this
is a known trend that
is reasonably likely to have a favorable or unfavorable impact on
your cost of revenues
and income from continuing operations. We refer to guidance in
Item 303(b)(2)(ii) of
Regulation S-K.
2. Regarding your segments
and response to our prior comment one:
Tell us what
financial information is provided to your company s chief operating
Matthew R. A. Heiman
Waystar Holding Corp.
November 24, 2023
Page 2
decision maker (i.e., CODM) and the frequency in which it is
provided.
Tell us the title and describe the role of each of the individuals
who reports to your
CODM.
Tell us how often the CODM meets with each of his direct reports,
the nature of any
financial information the CODM receives or discusses with his direct
reports when
they meet, and the other participants at those meetings.
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 Edwin Kim at 202-551-3297 or Matthew Derby at 202-551-3334 with any
other
questions.
Sincerely,
FirstName LastNameMatthew R. A. Heiman
Division of
Corporation Finance
Comapany NameWaystar Holding Corp.
Office of
Technology
November 24, 2023 Page 2
cc: William Brentani, Esq.
FirstName LastName