SecProbe.io

CORRESP
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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

    +1-650-251-5110

    +1-212-455-7862

    E-mail
                                            Address

    wbrentani@stblaw.com

    hui.lin@stblaw.com

    via
    edgar
    February 18,
    2025

 Re: Acceleration Request for Waystar Holding Corp.

                                            Registration Statement on Form S-1 (File No. 333-285018)

    Securities
                                            and Exchange Commission

                                            Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, we attach the requests of our client, Waystar Holding Corp., and of the underwriters that effectiveness of the
above-referenced Registration Statement be accelerated to 4:05 p.m., Eastern Time, on February 20, 2025, or as soon as practicable
thereafter. We ask, however, that the Securities and Exchange Commission staff not accelerate such effectiveness until we speak with
you on that date.

Please do not hesitate to contact William B. Brentani
at (650) 251-5110 or Hui Lin at (212) 455-7862 with any questions.

    Very truly yours,

    /s/ William B. Brentani

    William B. Brentani

    /s/ Hui Lin

    Hui Lin

NEW
YORK   BEIJING   BOSTON   BRUSSELS   HONG KONG   HOUSTON   LONDON
   LOS ANGELES   SÃO PAULO   TOKYO   WASHINGTON, D. C.

February 18, 2025

VIA EDGAR

      Re:
    Waystar Holding Corp.

    Registration Statement on Form S-1

    File No. 333-285018

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), Waystar Holding Corp. (the “Company”) hereby requests that the
effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:05 p.m., Eastern Time,
on February 20, 2025, or as soon as possible thereafter. In this regard, the Company is aware of its obligations under the Securities
Act.

If you require any additional information with
respect to this letter, please contact William B. Brentani (650-251-5110) or Hui Lin at (212-455-7862) of Simpson Thacher &
Bartlett LLP.

[Signature Page Follows]

    Very truly yours,

    WAYSTAR HOLDING CORP.

    By:
    /s/ Matthew R.
    A. Heiman

    Name:
    Matthew R. A. Heiman

    Title:
    Chief Legal & Administrative Officer

[Signature Page to
Acceleration Request]

VIA EDGAR

February 18, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Acceleration Request for Waystar Holding Corp.

    Registration Statement on Form S-1
    (File No. 333-285018)

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join
in the request of Waystar Holding Corp. (the “Company”) for acceleration of the effective date of the above-referenced Registration
Statement, requesting effectiveness as of 4:05 p.m., Eastern Time, on February 20, 2025, or as soon as practicable thereafter, or
at such later time as the Company or its outside counsel, Simpson Thacher & Bartlett LLP, may request via telephone call to
the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

Pursuant to Rule 460
under the Act, please be advised that we, as representatives of the several underwriters, will take reasonable steps to secure adequate
distribution of the preliminary prospectus to prospective underwriters, dealers, institutional investors, and others prior to the requested
effective time of the Registration Statement.

We, the undersigned, as representatives
of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have
complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Pages Follow]

    Very truly yours,

    J.P. MORGAN SECURITIES LLC

    GOLDMAN SACHS & CO. LLC

    BARCLAYS CAPITAL INC.

    As the representatives of the several underwriters

    J.P. MORGAN SECURITIES LLC

    By:
    /s/ Benjamin Burdett

    Name:
    Benjamin Burdett

    Title:
    Managing Director, Head of Healthcare ECM

[Underwriters’ Acceleration Request]

    GOLDMAN SACHS & CO. LLC

    By:
    /s/ Lyla Bibi Maduri

    Name:
    Lyla Bibi Maduri

    Title:
    Managing Director

[Underwriters’ Acceleration Request]

    BARCLAYS CAPITAL INC.

    By:
    /s/ Jamie Turturici

    Name:
    Jamie Turturici

    Title:
    Head of Technology Equity Capital Markets

[Underwriters’
Acceleration Request]