SecProbe.io

CORRESP
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    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

    November 15, 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
and as amended by Amendment No. 1 (“Amendment No. 1”) to the Registration Statement filed on October 26, 2023 (as
amended by Amendment No. 1, the “Registration Statement”), we hereby submit Amendment No. 2 (“Amendment No.
2”) to the Registration Statement. The Company has revised the Registration Statement in response to the Staff’s comments
in its letter, dated November 3, 2023 (the “comment letter”), and to otherwise update its disclosure. Upon request,
we can provide the Staff with a marked version of Amendment No. 2 showing changes from Amendment No. 1.

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. 2. Unless otherwise defined
below, terms defined in Amendment No. 2 and used below shall have the meanings given to them in Amendment No. 2.

Management’s discussion
and analysis of financial condition and results of operations

Results of operations for the years ended December 31, 2022 and 2021, page 65

 1. We note your current amendment
                                            eliminated the following phrase from the cost of revenue discussion when comparing December
                                            31, 2021 to December 31, 2022: “The higher increase in cost of revenue as compared
                                            to the increase in revenues reflects the Patientco acquisition and associated higher patient
                                            payment solution cost of revenues.” Please tell us, and revise to discuss, if the Patientco
                                            acquisition and associated higher patient payment costs had an effect on margins.

Also, tell us if management reviews
margins as they relate to the patient payment and provider solutions product offerings.

The Company has restored the previously
deleted sentence describing the decrease in margins for the comparative period as a result of the Patientco acquisition. See page 66.
In addition, please note that on page 61 the Company discloses that “acquired solutions primarily generate volume-based revenue,
with a higher cost of revenue relative to the cost of revenue for other Waystar solutions.” The Company also confirms that management,
including its CEO as chief operating decision maker, does not review separate patient payment and provider solutions margins
for planning purposes or evaluating financial performance.

- 2 -

Management

Composition of our board of directors after this offering, page 104

 2. Please expand your discussion
                                            here and/or in your related party disclosures to clarify all material corporate governance
                                            rights that are provided to your principal stockholders EQT, CPPIB, and Bain Capital. We
                                            note, for example, that one or more of these stockholders will have board observer rights
                                            and nomination rights for subsidiary boards or committees under certain circumstances.

The Company has revised its disclosure
on pages 104 and 123 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