SEC Comment Letter 0000000000-23-012837 to Waystar Holding Corp. (WAY)
Waystar Holding Corp.
Date: Nov. 24, 2023 · CIK: 0001990354 · Accession: 0000000000-23-012837
AI Filing Summary & Sentiment
File numbers found in text: 333-275004
Letter
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
FirstName LastNameMatthew R. A. Heiman Comapany NameWaystar Holding Corp. November 24, 2023 Page 2 FirstName LastName 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, Division of Corporation Finance Office of Technology cc: William Brentani, Esq.
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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
FirstName LastNameMatthew R. A. Heiman
Comapany NameWaystar Holding Corp.
November 24, 2023 Page 2
FirstName LastName
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,
Division of Corporation Finance
Office of Technology
cc: William Brentani, Esq.