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United States securities and exchange commission logo
November 3, 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. 1 to
Registration Statement on Form S-1
Filed October 26,
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.
Form S-1 filed October 26, 2023
Managements discussion and analysis of financial condition and results
of operations
Results of operations for the years ended December 31, 2022 and 2021,
page 65
1. We note your current
amendment eliminated the following phrase from the cost of
revenue discussion when
comparing December 31, 2021 to December 31, 2022: "The
higher increase in cost
of revenue as compared to the increase in revenues reflects the
Patientco acquisition
and associated higher patient payment solution cost of revenues."
Please tell us, and
revise to discuss, if the Patientco acquisition and associated higher
patient payment costs
had an effect on margins. Also, tell us if management
reviews margins as they
relate to the patient payment and provider solutions product
offerings.
Matthew R. A. Heiman
FirstName LastNameMatthew R. A. Heiman
Waystar Holding Corp.
Comapany 3,
November NameWaystar
2023 Holding Corp.
November
Page 2 3, 2023 Page 2
FirstName LastName
Management
Composition of our board of directors after this offering, page 104
2. Please expand your discussion here and/or in your related party
disclosures to clarify all
material corporate governance rights that are provided to your
principal
stockholders EQT, CPPIB, and Bain Capital. We note, for example, that
one or more of
these stockholders will have board observer rights and nomination
rights for subsidiary
boards or committees under certain circumstances.
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,
Division of
Corporation Finance
Office of
Technology
cc: William Brentani, Esq.