SecProbe.io

CORRESP
1
filename1.htm

Simpson
Thacher & Bartlett llp

2475
hanover street

palo
alto, ca 94304

telephone:
+1-650-251-5000

facsimile:
+1-650-251-5002

    Direct Dial Number

    (650) 251-5110

    (212) 455-7862

    E-mail Address

    wbrentani@stblaw.com

    hui.lin@stblaw.com

October 26,
2023

Robert Littlepage

Inessa Kessman

Matthew Derby

Edwin Kim

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Waystar Holding Corp. - Registration Statement on Form S-1 (CIK No. 0001990354)

Ladies and Gentlemen:

On behalf of Waystar
Holding Corp. (the “Company”), and in connection with the Registration Statement on Form S-1 (File No. 333-275004),
initially filed with the Securities and Exchange Commission (the “Commission”) on October 16, 2023 (the “Registration
Statement”), we hereby submit Amendment No. 1 (“Amendment No. 1”) to the Registration Statement.
The Company has revised Amendment No. 1 in response to the Staff’s comments in its letter, dated October 24, 2023 (the
 “comment letter”), and to otherwise update its disclosure. Upon request, we can provide the Staff with a marked version
of Amendment No. 1 showing changes from the Registration Statement.

In
addition, we are providing the following responses to the comment letter. To assist your review, we have retyped the text of the Staff’s
comments in italics below. Page references in the text of this letter correspond to the pages of Amendment No. 1. Unless
otherwise defined below, terms defined in Amendment No. 1 and used below shall have the meanings given to them in Amendment No. 1.

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.

The
Company has revised its disclosure on pages 61 and 62
in response to the Staff’s comment. The Company advises the Staff that the dollar amounts and the numbers of options and restricted stock units in the revised disclosure
will be added once the midpoint of the estimated price range is determined.

    - 2 -

 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.

The
Company has revised its disclosure on pages 64, 65 and 66
in response to the Staff’s comment.

 3. Also, discuss how changes in your provider and patient payment solution sales categories affect cost
of revenues and your margins.

The
Company has revised its disclosure on pages 64 and 66 in response
to the Staff’s comment.

* * * * * * *

Please do not hesitate to
contact William B. Brentani at (650) 251-5110 or Hui Lin at (212) 455-7862 with any questions you may have regarding our responses to
the comment letter.

Very truly yours,

/s/ William B. Brentani

William B. Brentani

/s/ Hui Lin

Hui Lin

    cc:
    Matthew J. Hawkins, Chief Executive Officer

    Matthew R. A. Heiman, Chief Legal & Administrative Officer

    Waystar Holding Corp.

    Jason M. Licht

    Christopher J. Clark

    Latham & Watkins LLP