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United States securities and exchange commission logo
April 15, 2024
Matthew R. A. Heiman
Chief Legal & Administrative Officer
Waystar Holding Corp.
1550 Digital Drive, #300
Lehi, UT 84043
Re: Waystar Holding
Corp.
Amendment No. 4 to
Registration Statement on Form S-1
Filed March 22,
2024
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.
Amendment No. 4 to Registration Statement on Form S-1
Summary
Overview, page 1
1. You illustrate the
growth in the number of clients from whom you generate over $100,000
of revenue by
disclosing the number of such clients in the twelve months ended March 31,
2021 compared to the
year ended December 31, 2023. To provide further context, please
explain the relevance
of the twelve months ended March 31, 2021, and disclose the
number of such clients
for the years ended December 31, 2021 and 2022.
Principal stockholders, page 125
2. Please clarify why you
have presented the columns comprising "Shares of our common
stock to be sold in the
offering." If there will be selling shareholders, please revise your
cover page and
elsewhere to disclose that there will be a selling shareholder component of
the offering. If there
will not be selling shareholders, then remove these columns. You
Matthew R. A. Heiman
Waystar Holding Corp.
April 15, 2024
Page 2
may disclose in the introductory paragraphs or a footnote to the table
how the number of
outstanding shares will change based upon the shares being offered and if
the
underwriters' over-allotment option is exercised.
Please contact Inessa Kessman at 202-551-3371 or Robert Littlepage at
202-551-3361 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Kathleen Krebs at 202-551-3350 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
April 15, 2024 Page 2
cc: William Brentani, Esq.
FirstName LastName