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United States securities and exchange commission logo
October 24, 2023
Matthew R. A. Heiman
Chief Legal & Administrative Officer
Waystar Holding Corp.
1550 Digital Drive, #300
Lehi, UT 84043
Re: Waystar Holding
Corp.
Registration
Statement on Form S-1
Filed October 16,
2023
File No. 333-275004
Dear Matthew R. A. Heiman:
We have reviewed your
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 16, 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.
2. Please clarify your
subscription and volume revenue discussion by focusing on
your provider and
patient payment solution categories. In regards to subscription revenue,
for example, detail and
quantify the underlying factors that drove the growth in
provider solution
sales, such as the increase in new customers. Similarly, disclose, discuss
and quantify the
increase in volume revenue from both provider and patient payment
solution sales.
3. Also, discuss how
changes in your provider and patient payment solution sales categories
affect cost of revenues
and your margins.
Matthew R. A. Heiman
Waystar Holding Corp.
October 24, 2023
Page 2
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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
October 24, 2023 Page 2
cc: William Brentani, Esq.
FirstName LastName