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United States securities and exchange commission logo
October 13, 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
Draft Registration Statement on Form S-1
Submitted September
25, 2023
CIK No. 0001990354
Dear Matthew R. A. Heiman:
We have reviewed your amended draft registration statement and have
the following
comments.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to this
letter and your amended
draft registration statement or filed registration statement, we may
have additional comments.
References to prior comments refer to our letter dated September 20,
2023.
Draft Registration Statement on Form S-1 filed September 25, 2023
Our Market Opportunity, page 4
1. We note your response
to prior comment 4 regarding your reference to a third-party
commissioned report
providing support for your TAM, growth rate projections and market
share. Please identify
the author and/or creator of this report, the title of the report, and
the date the report was
issued. Further, please provide an appropriate consent pursuant to
Rule 436. Clarify if
this report is the same one referenced on page 6 for your client
satisfaction
statistics. If not, please provide similar disclosures for this report as well.
Matthew R. A. Heiman
FirstName LastNameMatthew R. A. Heiman
Waystar Holding Corp.
Comapany
October 13,NameWaystar
2023 Holding Corp.
October
Page 2 13, 2023 Page 2
FirstName LastName
Management s discussion and analysis of financial condition and results of
operations
Key performance metrics and non-GAAP financial measures, page 66
2. We note your response to comment 10. However your current disclosure
states, "The
number of clients from whom we generate over $100,000 of revenue has
grown from 733
in the twelve months ended March 31, 2021 to 1,023 in the twelve
months ended June 30,
2023." Please include a table in Key Performance Metrics that shows
the number of
clients from whom you generate over $100,000 in revenue for each
period presented.
Showing this statistical measure for each period presented will allow
readers to analyze
your growth rates for each period.
Critical accounting policies and use of estimates
Goodwill and long-lived assets, page 74
3. We note your response to comment 12 and the new disclosure added to
page 73. You
state that prior assessments have indicated the fair value exceeds the
carrying value for the
reporting units with reasonable headroom. Please disclose when the
prior assessments
were performed. Disclose any other indicators considered that
supported your qualitative
assertion. Also, tell us your reason for performing a quantitative
assessment every fourth
year and how that aligns with accounting guidance.
Notes to consolidated financial statements
2. Summary of significant accounting policies
Revenue Recognition, page F-9
4. On page 62 you disclose that the overall increase in revenue was the
result of a $25.0
million increase from provider solutions and a $17.3 million increase
from patient
payments. In this regard, please expand your revenue recognition
disclosure to explain
why patients payments are included in revenue. Disclose who is your
customer. Refer to
your basis in accounting literature.
General
5. We note that you provide your revenue for the fiscal year ended
December 31, 2022 in
your graphics page in the forepart of your prospectus. Please include
your net losses for
the same period with equal prominence. Further, please clarify the
period or dates yours
number of Clients and Annual Healthcare Payment Transaction statistics
were measured.
6. Your graphics page refers to you having "Industry Leading Technology
at Scale." Please
clarify the basis for this statement either on your graphics page or
in your prospectus
summary.
Matthew R. A. Heiman
FirstName LastNameMatthew R. A. Heiman
Waystar Holding Corp.
Comapany
October 13,NameWaystar
2023 Holding Corp.
October
Page 3 13, 2023 Page 3
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 Edwin Kim at 202-551-3297 or Jan Woo at 202-551-3453 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: William Brentani, Esq.