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
 +1-650-251-5110
 +1-212-455-7862

 E-mail
 Address
 wbrentani@stblaw.com
 hui.lin@stblaw.com

 via edgar
 May 13, 2025

 Re: Acceleration Request for Waystar Holding Corp.
 Registration Statement on Form S-1 (File No. 333-287209)

 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 May 14,
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   LUXEMBOURG   SÃO PAULO   TOKYO WASHINGTON, D.C.

 May 13 ,
2025

 VIA EDGAR

 Re: Waystar Holding Corp.

 Registration Statement on Form S-1

 File
No. 333-287209

 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 May 14, 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/ Gregory R. Packer

 Name:
 Gregory R. Packer

 Title:
 Chief Legal Officer

 [Signature
Page to Acceleration Request]

 VIA EDGAR

 May 13,
2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Re:
 Acceleration Request for Waystar Holding Corp.

 Registration Statement on Form S-1 (File No. 333-287209)

 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 May 14, 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/ Alejandra Fernandez

 Name: Alejandra Fernandez

 Title: Managing Director

 [ Underwriters'
Acceleration Request ]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 25, 2025

Matthew J. Hawkins
Chief Executive Officer
Waystar Holding Corp.
1550 Digital Drive, #300
Lehi, Utah 84043

 Re: Waystar Holding Corp.
 Draft Registration Statement on Form S-1
 Submitted April 21, 2025
 CIK No. 0001990354
Dear Matthew J. Hawkins:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. 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.

 Please contact Aliya Ishmukhamedova at 202-551-7519 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: William B. Brentani
</TEXT>
</DOCUMENT>

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

    +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]

January 29, 2025
Matthew J. Hawkins
Chief Executive Officer
Waystar Holding Corp.
1550 Digital Drive, #300
Lehi, Utah 84043
Re:Waystar Holding Corp.
Draft Registration Statement on Form S-1
Submitted January 28, 2025
CIK No. 0001990354
Dear Matthew J. Hawkins:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours
prior to the requested effective date and time. Please refer to Rules 460 and 461 regarding
requests for acceleration. 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.
            Please contact Mitchell Austin at 202-551-3574 or Jan Woo at 202-551-3453 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:William Brentani, Esq.

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

                                                         June 4, 2024

VIA EDGAR

Kathleen Krebs

Matthew Derby

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Waystar Holding Corp.

    Acceleration Request for Waystar Holding Corp.

    Registration Statement on Form S-1

    File No. 333-275004

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 4:00 p.m., Eastern Time, on June 6, 2024, 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 Brentani

    William Brentani

    /s/ Hui Lin

    Hui Lin

                            June 4, 2024

VIA EDGAR

Kathleen Krebs

Matthew Derby

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Waystar Holding Corp.

    Acceleration Request for Waystar Holding Corp.

    Registration Statement on Form S-1

    File No. 333-275004

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 4:00 p.m., Eastern Time,
on June 6, 2024, 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 at (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]

June 4, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kathleen Krebs, Matthew Derby

  Re:
  Acceleration Request for Waystar Holding Corp.

  Registration Statement
on Form S-1 (File No. 333-275004)

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 4:00 p.m., Eastern Time, on June 6, 2024, or as soon thereafter as practicable, 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 Page Follows]

    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

    GOLDMAN SACHS & CO.
    LLC

    By:
     /s/ Dan Parisi

    Name: Dan Parisi

    Title: Managing Director

    BARCLAYS CAPITAL INC.

    By:
     /s/ Jamie Turturici

    Name: Jamie Turturici

    Title: Head of Barclays Technology Equity Capital Markets

[Signature Page to Underwriters’ Acceleration Request]

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

FOIA Confidential Treatment Request Under 17
C.F.R. § 200.83

May 21, 2024

Inessa Kessman

Robert Littlepage

Matthew Derby

Kathleen Krebs

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 (File No. 333-275004)

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 (as amended, the “Registration Statement”)
and relating to the initial public offering of the Company’s common stock (the “IPO”), we hereby submit this
letter in order to facilitate review of the Registration Statement by the staff of the Commission (the “Staff”). This
letter includes the analysis of the matters referred to in comment 25 of the Staff’s comment letter, dated September 20,
2023, relating to the draft registration statement on Form S-1 confidentially submitted by the Company for review by the Staff on
August 24, 2023. This letter reflects and assumes a 1-for-0.605 reverse stock split of the Company’s common stock that was
effectuated on May 15, 2024 (after giving effect to the certificate of correction that will be filed with the State of Delaware
to correct an inadvertent error in the ratio that was included in the last filed amendment of the Registration Statement). Share
information presented in this letter reflects the reverse stock split. The Registration Statement will be updated prior to launch to reflect this corrected ratio as well.

Because of the commercially sensitive nature of
information contained herein, this submission is accompanied by the Company’s request for confidential treatment for selected portions
of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection
with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17
C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom
of Information and Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions redacted from the version
filed via EDGAR and for which the Company is requesting confidential treatment.

    -2- of -7-

The Company advises the Staff that on May 17,
2024, representatives of J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Barclays Capital Inc., as representatives of
the underwriters of the IPO (the “underwriters”), advised the Company that, based on then-current market conditions,
the Company should consider the IPO price range to be within the range of $[***] to $[***] per share (the “Preliminary Price
Range”). The Company expects to include a bona fide estimated price range, as required by Item 501(b)(3) of Regulation
S-K, in an amendment to the Registration Statement to be filed prior to the commencement of the Company’s roadshow.

To assist your review, we have retyped the text
of the Staff’s comment 25 in italics below. Unless otherwise defined below, terms defined in the Registration Statement and used
below shall have the meanings given to them in the Registration Statement. The responses and information described below are based upon
information provided to us by the Company.

 25. Please provide a summary of stock
                                            options granted since January 1, 2022. Provide the date and amount of each stock option
                                            granted along with estimated fair value of the underlying shares of common stock. Reconcile
                                            and explain the differences between the fair values determined on each grant date including
                                            the difference between the most recent grant date fair value and the midpoint of your offering
                                            range. This reconciliation should describe significant intervening events within the company
                                            and changes in assumptions with the valuation methodologies employed that explain the changes
                                            in fair value of your common stock up to the filing of the registration statement. Continue
                                            to provide us with updates to the above analysis for all equity related transactions through
                                            the effectiveness date of the registration statement.

The mid-point of the Preliminary Price Range is
$[***] per share. The Company’s most recent determination of fair value for the purposes of determining FASB ASC Topic 718 (“ASC
718”) stock compensation expense reflected in the Company’s unaudited condensed consolidated financial statements as
of and for the three months ended March 31, 2024 was determined as of December 31, 2023 and was $[****] per share.

    CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THIS LETTER BY WAYSTAR HOLDING CORP.

    -3- of -7-

Since January 1, 2022, the Company has made
the option grants described in the table below:

    Grant Date
    Number of

Options

Granted
    Estimated Fair Value

 Per Share of

 Underlying Shares

    January 27, 2022
      276,485
    $ [****]

    May 3, 2022
      45,375
    $ [****]

    July 26, 2022
      36,300
    $ [****]

    August 16, 2022
      786,500
    $ [****]

    October 21, 2022
      9,680
    $ [****]

    January 25, 2023
      30,250
    $ [****]  (1) (3)

    February 6, 2023
      18,150
    $ [****]  (1)

    May 30, 2023
      15,125
    $ [****]  (1)

    June 20, 2023
      24,200
    $ [****]  (1)

    June 26, 2023
      18,150
    $ [****]  (1)

    August 15, 2023
      54,450
    $ [****]  (2)

    October 1, 2023
      12,100
    $ [****]  (2)

    November 29, 2023
      18,150
    $ [****]

    December 20, 2023
      18,150
    $ [****]

    February 1, 2024
      24,200
    $ [****]

    February 20, 2024
      48,400
    $ [****]

    March 18, 2024
      54,450
    $ [****]

    March 22, 2024
      78,650
    $ [****]

    April 7, 2024
      36,300
    $ [****]

    May 1, 2024
      446,490
    $ [****]

(1) Originally issued with an estimated fair value per
share of $[****].

(2) Originally issued with an estimated fair value per
share of $[****].

(3)  Excludes 18,150 options that were issued and subsequently
forfeited by the grantee prior to the change in the grant price of all outstanding options that were granted on January 25, 2023.

As more fully explained below, the increase from
the ASC 718 estimated fair value since the first quarter of 2022 was driven primarily by growth in the Company’s EBITDA (as used
in valuation calculations, the “valuation EBITDA”) and projected next twelve month (“NTM”) EBITDA,
as well as general overall improvements in comparable public market trading multiples and comparable private company multiples where
available from January 1, 2022 through December 31, 2023. Further analysis and discussion of (i) the significant factors
that contributed to the ASC 718 estimated fair value calculations since the first quarter of 2022 and (ii) each such factor contributing
to the difference between the Preliminary Price Range and the ASC 718 estimated fair value of the Company’s common stock during
that period is detailed below.

Description of Significant Factors that Contributed to Changes
in Fair Value

It is the Company’s policy that the value
of the shares of the Company’s common stock underlying the Company’s equity-based awards is determined by the Company’s
board of directors or a committee thereof, with input from management. Given the absence of a public trading market for the Company’s
common stock and in accordance with the American Institute of Certified Public Accountants Practice Aid “Valuation of Privately
Held Company Equity Securities Issued as Compensation,” the Company’s board of directors has exercised reasonable judgment
and considered a number of objective and subjective factors including the Company’s operating and financial performance, periodic
independent third-party valuations of the Company’s common stock, the overall indebtedness of the Company, the lack of liquidity
of its capital stock, the trading value of comparable public companies, relevant transactions in comparable private companies and general
and industry-specific economic outlook, among other factors, to determine the best estimate of the fair value of the Company’s
shares of common stock at each grant date.

    CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THIS LETTER BY WAYSTAR HOLDING CORP.

    -4- of -7-

The Company obtained third-party valuations on
its common stock as of December 31, 2021, December 31, 2022, June 30, 2023 and December 31, 2023. Such third-party
valuation reports have used a combination of the following approaches to estimate the Company’s total enterprise value:

 · the discounted cash flow method under the income approach, which
                                            uses discounted projected future free cash flows of the Company at an appropriate discount
                                            rate;

 · the guideline public company method under the market approach,
                                            which multiplies historical and/or anticipated financial metrics of the Company by a multiple
                                            that is derived through relative comparisons to comparable publicly traded companies;

 · the merger and acquisition method under the market approach,
                                            which multiplies historical financial metrics of the Company by a multiple that is derived
                                            through relative comparisons to companies that were the target of a merger or acquisition
                                            transaction; and

 · the merger and acquisition method (past transactions), which
                                            takes into account the enterprise value implied by the purchase price for past transactions
                                            involving the Company. The individual prices in the historical transactions were not used
                                            as an indication of fair value, but were considered as a test of reasonableness.

In determining the Company’s total enterprise
value, the third-party valuation firm applied a discount for lack of marketability (“DLOM”) to the Company’s
options, because the Company’s equity is not freely traded on public markets and hence is not marketable.

Option Grants Between January 1, 2022 and March 31, 2022

The ASC 718 estimated fair value of the Company’s
common stock with respect to options granted between January 1, 2022 and March 31, 2022 was $[****] per share. The third-party
valuation report, dated March 28, 2022, found a fair market value of $[****] per share of the Company’s common stock as of
December 31, 2021 utilizing the methodologies discussed above. Options in respect of 276,485 shares were granted during this period,
generally in connection with employee hirings and promotions.

Option Grants Between April 1, 2022 and June 30, 2022

The ASC 718 estimated fair value of the Company’s
common stock with respect to options granted between April 1, 2022 and June 30, 2022 was $[****] per share, which was the same
as the prior quarter’s fair value estimate. The fair value estimate remained unchanged as there was no material change to the Company’s
business, earnings capacity or general economic or industry outlook. Options in respect of 45,375 shares were granted during this period,
generally in connection with employee hirings and promotions.

Option Grants Between July 1, 2022 and September 30,
2022

The ASC 718 estimated fair value of the Company’s
common stock with respect to options granted between July 1, 2022 and September 30, 2022 was $[****] per share, which was the
same as the prior quarter’s fair value estimate. The fair value estimate remained unchanged as there was no material change to
the Company’s business, earnings capacity or general economic or industry outlook. Options in respect of 822,800 shares were granted
during this period, generally in connection with employee hirings, performance and promotions.

    CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THIS LETTER BY WAYSTAR HOLDING CORP.

    -5- of -7-

Option Grants Between October 1, 2022 and December 31,
2022

The ASC 718 estimated fair value of the Company’s
common stock with respect to options granted between October 1, 2022 and December 31, 2022 was $[****] per share, which was
a [**]% increase over the fair value estimate used in the prior period. Such increase in fair value as compared to the prior period was
primarily due to the Company’s financial performance since the prior valuation, with valuation EBITDA and NTM EBITDA each increasing
relative to the period covered by the prior valuation, as well as general improvements in comparable public market trading multiples
and comparable private company multiples. Options in respect of 9,680 shares were granted during this period, generally in connection
with employee hirings.

Option Grants Between January 1, 2023 and March 31, 2023

The ASC 718 estimated fair value of the Company’s
common stock with respect to options granted between January 1, 2023 and March 31, 2023 was $[****] per share, which was a
[**]% increase over the fair value estimate used in the prior quarter. Such increase in fair value as compared to the prior period was
primarily due to the Company’s financial performance since the prior valuation, with valuation EBITDA and NTM EBITDA each increasing
relative to the period covered by the prior valuation. In addition, a reduced DLOM was applied due to the initiation of preparations
for an eventual IPO. A third-party report delivered to the Company on March 8, 2023 found a fair market value of $[****] per share
of the Company’s common stock as of December 31, 2022 utilizing the methodologies discussed above. Options in respect of 48,400
shares were granted during this period, generally in connection with employee hirings and promotions. On May 14, 2024, the Company
retroactively changed the grant price of all options granted on January 25, 2023 and February 6, 2023 that remained outstanding
to $[****] per share, as a result of the factors discussed below. A total of 18,150 options that were granted on January 25, 2023
had been forfeited to the Company prior to May 14, 2024 and were not amended.

Option Grants Between April 1, 2023 and June 30, 2023

The ASC 718 estimated fair value of the Company’s
common stock with respect to options granted between April 1, 2023 and June 30, 2023 was $[****] per share, which was the same
as the prior quarter’s fair value estimate. The fair value estimate remained unchanged as there was no material change to the Company’s
business, earnings capacity or general economic or industry outlook. Options in respect of 57,475 shares were granted during this period,
generally in connection with employee hirings and promotions. On May 14, 2024, the Company retroactively changed the grant price
of all options granted on May 30, 2023, June 20, 2023 and June 26, 2023 to $[****] per share, as a result of the factors
discussed below.

Option Grants Between July 1, 2023 an

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

 May 16, 2024

Robert Littlepage

Inessa Kessman

Kathleen Krebs

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, Amendment
No. 2 (“Amendment No. 2”) to the Registration Statement filed on November 15, 2023, Amendment No. 3
(“Amendment No. 3”) to the Registration Statement filed on November 29, 2023, Amendment No. 4 (“Amendment
No. 4”) to the Registration Statement filed on March 22, 2024, and Amendment No. 5 (“Amendment No. 5”)
to the Registration Statement filed on April 29, 2024 (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3,
Amendment No. 4, and Amendment No. 5, the “Registration Statement”), we hereby submit Amendment No. 6
(“Amendment No. 6”) to the Registration Statement. The Company has revised the Registration Statement in response to
the Staff’s comments in its letter, dated May 9, 2024 (the “comment letter”), and to otherwise update its
disclosure. Upon request, we can provide the Staff with a marked version of Amendment No. 6 showing changes from Amendment No. 5.

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. 6. Unless otherwise
defined below, terms defined and used below shall have the meanings given to them in Amendment No. 6.

    - 2 -

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

Key performance metrics and non-GAAP financial measures, page 68

 1. Please provide more detail regarding
                                            the $10.4 million of costs incurred during the three months ended March 31, 2024 related
                                            to amended debt agreements and tell us why you believe they are not a normal, recurring,
                                            cash operating expense. Refer to the Division's Non-GAAP Financial Measures Compliance and
                                            Disclosure Interpretations, Question 100.01. We note in your disclosure on page F-48
                                            that in connection with the February 2024 First Lien Refinancing, you recorded $10.3
                                            million in third party fees.

The Company respectfully acknowledges
the Staff’s comment. As stated in Question 100.01, “When evaluating what is a normal, operating expense, the staff considers
the nature and effect of the non-GAAP adjustment and how it relates to the company’s operations, revenue generating activities,
business strategy, industry and regulatory environment.” The costs related to the refinancing of the Company’s debt agreements
are related to third party fees incurred as part of the February 2024 First Lien Refinancing described on page F-47, including
legal fees, rating agency fees and arranger fees incurred as part of a debt modification related to the February 2024 First Lien
Refinancing described on page F-47 and legal fees associated with the February 2024 Second Lien Paydown described on page F-47.
Third party fees associated with refinancings and unscheduled principal payoffs are incurred infrequently as they are costs incurred
only in connection with opportunistic refinancings and repricings of the Company’s credit facilities. The Company does not view
these as normal, recurring, cash operating expenses as these costs do not relate to the company’s operations, business activities,
or strategies, are not incurred in connection with revenue generating activities, and are not necessary to operate the company’s
business.

Further, the Company does not describe
these costs as non-recurring, infrequent, or unusual. Although these costs may recur between periods, the Company believes it is appropriate
to exclude these costs from the definition of Adjusted EBITDA, as may be permitted as set forth in the Division’s Non-GAAP Financial
Measures Compliance and Disclosure Interpretations, Question 102.03, which states that “[t]he fact that a registrant cannot describe
a charge or gain as non-recurring, infrequent or unusual, however, does not mean that the registrant cannot adjust for that charge or
gain” so long as the exclusion is in accordance with Regulation G and other requirements of Item 10(e) of Regulation S-K.

In addition, the Company has revised
its disclosure on page 65 to clarify the components of the $10.4 million expense related to the refinancing.

* * * * * * *

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

United States securities and exchange commission logo
May 9, 2024
Matthew R. A. Heiman
Chief Legal & Administrative Officer
Waystar Holding Corp.
1550 Digital Drive, #300
Lehi, UT 84043
Re:Waystar Holding Corp.
Amendment No. 5 to Registration Statement on Form S-1
Filed April 29, 2024
File No. 333-275004
Dear Matthew R. A. Heiman:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe the 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.
Amendment No. 5 to Form S-1 filed April 29, 2024
Management's discussion and analysis of financial condition and results of operations
Key performance metrics and non-GAAP financial measures, page 68
1.Please provide more detail regarding the $10.4 million of costs incurred during the three
months ended March 31, 2024 related to amended debt agreements and tell us why you
believe they are not a normal, recurring, cash operating expense. Refer to the Division's
Non-GAAP Financial Measures Compliance and Disclosure Interpretations, Question
100.01. We note in your disclosure on page F-48 that in connection with the February
2024 First Lien Refinancing, you recorded $10.3 million in third party fees.

 FirstName LastNameMatthew R. A. Heiman
 Comapany NameWaystar Holding Corp.
 May 9, 2024 Page 2
 FirstName LastName
Matthew R. A. Heiman
Waystar Holding Corp.
May 9, 2024
Page 2
            Please contact Inessa Kessman at 202-551-3371 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Kathleen Krebs at 202-551-3350 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William Brentani, Esq.

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

April 29,
2024

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, Amendment
No. 2 (“Amendment No. 2”) to the Registration Statement filed on November 15, 2023, Amendment No. 3
(“Amendment No. 3”) to the Registration Statement filed on November 29, 2023, and Amendment No. 4 (“Amendment
No. 4”) to the Registration Statement filed on March 22, 2024 (as amended by Amendment No. 1, Amendment No. 2,
Amendment No. 3, and Amendment No. 4, the “Registration Statement”), we hereby submit Amendment No. 5
(“Amendment No. 5”) to the Registration Statement. The Company has revised the Registration Statement in response
to the Staff’s comments in its letter, dated April 15, 2024 (the “comment letter”), and to otherwise update
its disclosure. Upon request, we can provide the Staff with a marked version of Amendment No. 5 showing changes from Amendment No. 4.

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. 5. Unless otherwise
defined below, terms defined and used below shall have the meanings given to them in Amendment No. 5.

    - 2 -

Summary

Overview, page 1

 1. You illustrate the growth in
                                            the number of clients from whom you generate over $100,000 of revenue by disclosing the number
                                            of such clients in the twelve months ended March 31, 2021 compared to the year ended
                                            December 31, 2023. To provide further context, please explain the relevance of the twelve
                                            months ended March 31, 2021, and disclose the number of such clients for the years ended
                                            December 31, 2021 and 2022.

  The Company has revised its disclosure on pages 1, 61, 70, 78 and 88 in response to the
                                                                                Staff’s comment.

Principal stockholders, page 125

 2. Please clarify why you have
                                            presented the columns comprising "Shares of our common stock to be sold in the offering."
                                            If there will be selling shareholders, please revise your cover page and elsewhere to
                                            disclose that there will be a selling shareholder component of the offering. If there will
                                            not be selling shareholders, then remove these columns. You may disclose in the introductory
                                            paragraphs or a footnote to the table how the number of outstanding shares will change based
                                            upon the shares being offered and if the underwriters' over-allotment option is exercised.

   The
                                            Company has revised its disclosure on page 128 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

United States securities and exchange commission logo
April 15, 2024
Matthew R. A. Heiman
Chief Legal & Administrative Officer
Waystar Holding Corp.
1550 Digital Drive, #300
Lehi, UT 84043
Re:Waystar Holding Corp.
Amendment No. 4 to Registration Statement on Form S-1
Filed March 22, 2024
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.
Amendment No. 4 to Registration Statement on Form S-1
Summary
Overview, page 1
1.You illustrate the growth in the number of clients from whom you generate over $100,000
of revenue by disclosing the number of such clients in the twelve months ended March 31,
2021 compared to the year ended December 31, 2023. To provide further context, please
explain the relevance of the twelve months ended March 31, 2021, and disclose the
number of such clients for the years ended December 31, 2021 and 2022.
Principal stockholders, page 125
2.Please clarify why you have presented the columns comprising "Shares of our common
stock to be sold in the offering." If there will be selling shareholders, please revise your
cover page and elsewhere to disclose that there will be a selling shareholder component of
the offering. If there will not be selling shareholders, then remove these columns. You

 FirstName LastNameMatthew R. A. Heiman
 Comapany NameWaystar Holding Corp.
 April 15, 2024 Page 2
 FirstName LastName
Matthew R. A. Heiman
Waystar Holding Corp.
April 15, 2024
Page 2
may disclose in the introductory paragraphs or a footnote to the table how the number of
outstanding shares will change based upon the shares being offered and if the
underwriters' over-allotment option is exercised.
            Please contact Inessa Kessman at 202-551-3371 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters. Please
contact Kathleen Krebs at 202-551-3350 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William Brentani, Esq.

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

December
13, 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, Amendment
No. 2 (“Amendment No. 2”) to the Registration Statement filed on November 15, 2023, and Amendment No. 3 (“Amendment
No. 3”) to the Registration Statement filed on November 29, 2023 (as amended by Amendment No. 1, Amendment No. 2, and Amendment
No. 3, the “Registration Statement”), the Company provides the following response to the Staff’s comment in
its letter, dated December 11, 2023 (the “comment letter”).

To
assist your review, we have retyped the text of the Staff’s comment in italics below.

Management's
discussion and analysis of financial conditions 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 -

The Company
confirms to the Staff that it will disclose the initial stock-based compensation expense relating to the awards to be granted in connection
with the IPO on page 61 of the Registration Statement and notes that page 62 of the Registration Statement discloses that stock-based
compensation expense will be reflected in the Company’s results of operations from the closing date of the IPO through the applicable
vesting periods of such awards.

* * * * * * *

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

United States securities and exchange commission logo
December 11, 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. 3 to Registration Statement on Form S-1
Filed November 29, 2023
File No. 333-275004
Dear Matthew R. A. Heiman:
            We have reviewed your amended registration statement and have the following comment.
            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 24, 2023 letter.
Amendment No. 3 to Form S-1 filed November 29, 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.

 FirstName LastNameMatthew R. A. Heiman
 Comapany NameWaystar Holding Corp.
 December 11, 2023 Page 2
 FirstName LastName
Matthew R. A. Heiman
Waystar Holding Corp.
December 11, 2023
Page 2
            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 Matthew Derby at 202-551-3334 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William Brentani, Esq.

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

November 29,
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 and Amendment No. 2 (“Amendment No. 2”) to the Registration Statement filed on November 15, 2023
(as amended by Amendment No. 1 and Amendment No. 2, the “Registration Statement”), we hereby submit Amendment
No. 3 (“Amendment No. 3”) to the Registration Statement. The Company has revised the Registration Statement
in response to the Staff’s comments in its letter, dated November 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. 3 showing changes
from Amendment No. 2.

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. 3. Unless
otherwise defined below, terms defined in Amendment No. 3 and used below shall have the meanings given to them in Amendment No. 3.

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 September 30, 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-

The Company advises the Staff that
there was only an approximate 40 basis point difference as a percentage of revenues for the cost of revenue (exclusive of depreciation
and amortization) for the nine months ended September 30, 2023 (31.2%) compared to the nine months ended September 30, 2022 (30.8%).
As such, the Company does not consider the difference to be material and respectfully submits that, in accordance with the guidance provided
in Item 303(b)(2)(ii) of Regulation S-K, such difference is not required to be further discussed in the results of operations discussion
for the nine months ended September 30, 2023 and 2022. The Company notes that the percentage for the year ended December 31, 2022 was
30.5%, which is comparable to the percentages for both the nine months ended September 30, 2023 and 2022 periods. These percentages fully
reflect the higher cost of revenue for the volume-based revenue generated by the acquired solutions, and the Company does not expect
any further material impact to its cost of revenues or income from continuing operations for future periods as a result of such acquisitions.
The Company further advises the Staff that it has revised the disclosure on page 61 to state that the impact of the higher cost of revenue
associated with the additional volume-based revenue generated by the specified acquisitions is not expected to materially change post-acquisition.

 2. Regarding
                                            your segments and response to our prior comment one:

•
Tell us what financial information is provided to your company’s chief operating 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.

The Company
advises the Staff of the following:

 · The
                                            Company compiles and provides a monthly reporting package to its chief operating decision
                                            maker (the “CODM”) to facilitate the review of its operational performance, make
                                            decisions regarding resource allocation as well as for approval of budgets and forecasts.
                                            Financial results and metrics are presented, reviewed and evaluated for the Company as a
                                            whole, at the consolidated level. The reporting package includes actual, plan, prior year
                                            information and variance on P&L, balance sheet and cash flow line items, client operational
                                            information, bookings, Adjusted EBITDA, selective financial ratios, customer analytics, revenue
                                            retention and client operations information, in each case, at a consolidated level. Although
                                            supplemental disaggregated revenue and customer information is also included in such monthly
                                            reporting package, that information is not sufficient to evaluate profitability at a disaggregated
                                            level and no other discrete financial information (including operating expense metrics or
                                            any other profitability metric on a disaggregated basis) is provided. In addition, the key
                                            profitability metric the CODM evaluates to make resource allocation decisions is Adjusted
                                            EBITDA, which is only available on a consolidated level. Due to the fact that the CODM only
                                            uses consolidated operating results and other consolidated financial information in the allocation
                                            of resources and assessment of Company performance, the Company is of the view that it only
                                            has one operating segment and thus has only one reportable segment.

 · The
                                            CODM is the Company’s CEO. He is the highest-ranking member of executive management
                                            within the Company and has seven direct C-suite members reporting to him, as listed below.
                                            Together with the direct reports mentioned below, this comprises  the executive leadership
                                            team (the “ELT”).

 o Chief
                                            Technology Officer – Head of technology function

 o Chief
                                            Transformation Officer – Head of client experience and business operations functions

 o Chief
                                            Business Officer – Head of sales, M&A and strategy functions

    -3-

 o Chief
                                            Legal & Administrative Officer – Head of legal function

 o Chief
                                            Marketing Officer – Head of marketing function

 o Chief
                                            Financial Officer – Head of finance and financial reporting functions

 o Chief
                                            People Offer – Head of human resources function

 · This
                                            executive leadership team meets on weekly basis at which each functional area leader provides
                                            an update regarding applicable items included in the monthly reporting package discussed
                                            above and other pertinent items for the group. The Company’s ultimate decision-making
                                            authority rests with the CEO who is responsible for operating the business and guides the
                                            Company’s strategic direction, including allocating resources to accomplish organizational
                                            initiatives, entering into significant contracts, acquisitions and divestitures, significant
                                            capital expenditures, key personnel staffing, and approving operating budgets. The members
                                            of the ELT, aside from the CODM, are functional leaders over their particular areas of expertise,
                                            rather than being directly accountable for the operating activities, financial results, forecasts,
                                            or plans for a type of customer, product or service.

In addition, the Company advises
the Staff that it has no business units or product segments and no regional or general managers. The Company has centralized
corporate functions, such as shared sales and marketing and research and development functions, which serve the consolidated
business and are not organized by region, product line or otherwise. Further, the Company’s senior leadership compensation
structure is based on consolidated performance metrics, and not on any specific product line or functional area they support.

The Company operates under a single
operating strategy, which is to provide healthcare organizations with mission-critical cloud software that simplifies healthcare payments.
The Company believes this requires it to provide both patient payments as well as provider solutions in order to provide a single comprehensive
and holistic healthcare payment platform to its clients. The Company’s patient payments and provider solutions are part of a single
business and are interdependent, and, as a result, resource allocation decisions made by the CODM generally impact the success of the
overall business and do not have a targeted impact on any individual product or solution. For this reason, the Company does not allocate
shared operating expenses to individual products or solutions for management reporting purposes, and resource allocation decisions are
based on consolidated operating results. This is evidenced by the fact that the Company’s financial planning and accounting systems
are not currently designed to budget, record transactions, or otherwise allocate shared costs for the purpose of reporting operating
margin at the product or solution level or at any other level of disaggregation.

The Company advises the Staff that
although it provides certain information in Amendment No. 3 regarding third-party costs for patient payment solutions as compared to
third-party costs for provider solutions, such information does not include any internal cost allocations and therefore is not sufficient
to evaluate profitability at a disaggregated level and is not reviewed by the CODM. In addition, such direct costs are exclusive of significant
costs included in cost of revenue and therefore do not allow the Company to calculate gross margins by product line. Such direct costs
also do not include other operating expenses and do not represent discrete financial information necessary to effectively manage the
business. As noted above, the CODM and the Company do not review or evaluate cost of revenues or margins for any particular product type
and only revenue and customer information, as well as third-party direct costs, are available by product lines.

Based on the foregoing, the Company
maintains it has one operating segment because the CODM assesses financial performance and makes decisions with regard to resource allocation
at the total Company level based on the Company’s overall financial results of operations. The Company’s products are delivered
to customers via a single Waystar software platform and therefore internal operating costs related to the platform are not allocable
by product offering, nor is there a sufficient basis to do so for purpose of allocating capital and resources. The Company believes providing
financial information by a single operating segment is consistent with management’s organization of the Company to make operating
decisions and assess performance, and believes that reporting its product lines as more than one operating segment would not add to stakeholders’
understanding of the Company.

* * * * * * *

    -4-

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

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.

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

    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

United States securities and exchange commission logo
November 3, 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. 1 to Registration Statement on Form S-1
Filed October 26, 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.
Form S-1 filed October 26, 2023
Managements 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.

 FirstName LastNameMatthew R. A. Heiman
 Comapany NameWaystar Holding Corp.
 November 3, 2023 Page 2
 FirstName LastName
Matthew R. A. Heiman
Waystar Holding Corp.
November 3, 2023
Page 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.

            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.

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

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.

 FirstName LastNameMatthew R. A. Heiman
 Comapany NameWaystar Holding Corp.
 October 24, 2023 Page 2
 FirstName LastName
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,
Division of Corporation Finance
Office of Technology
cc:       William Brentani, Esq.

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 16, 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”), we hereby transmit via EDGAR for filing with the Securities and Exchange
Commission (the “Commission”) a registration statement on Form S-1 (the “Registration Statement”)
relating to the offering of shares of its common stock, which amends Amendment No. 1 to the draft registration statement on Form S-1
confidentially submitted to the Commission on September 25, 2023 (the “Draft Registration Statement”). The Company
has revised the Draft Registration Statement in response to the Staff’s comments in its letter, dated October 13, 2023, relating
to the Draft Registration Statement (the “comment letter”), to reflect that it is filed rather than confidentially
submitted, and to otherwise update its disclosure. Upon request, we can provide the Staff with a marked version of the Registration Statement
showing changes from the Draft 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 the Registration Statement.
Unless otherwise defined below, terms defined in the Registration Statement and used below shall have the meanings given to them in the
Registration Statement.

    - 2 -

Our Market Opportunity,
page 4

 1. We
                                            note your response to prior comment 4 regarding your reference to a third-party commissioned
                                            report providing support for your TAM, growth rate projections and market share. Please identify
                                            the author and/or creator of this report, the title of the report, and the date the report
                                            was issued. Further, please provide an appropriate consent pursuant to Rule 436. Clarify
                                            if this report is the same one referenced on page 6 for your client satisfaction statistics.
                                            If not, please provide similar disclosures for this report as well.

The
Company acknowledges the Staff’s comment and advises the Staff that the third-party report, titled “Waystar
Strategy”, was initially commissioned by the Company in 2019 and prepared by a very large and internationally recognized
management consulting firm. Since the initial report in 2019, the Company has commissioned periodic updates to the report from time
to time, most recently in February 2023. The Company notes that the terms of use of the third-party report do not permit the Company
to name the author in any publication, including any filings made with the Commission. The third-party report was commissioned by
the Company in the ordinary course of business and was not prepared in contemplation of an offering or for purposes of the
Registration Statement. The Company respectfully submits that the consent requirements of Section 7 and Rule 436 are generally
directed at circumstances in which an issuer has engaged a third-party expert or counsel to prepare a valuation, opinion or other
report specifically for use in connection with a registration statement. Therefore, the Company believes that the author of the
third-party report is not required to be named as an “expert” in the Registration Statement.

The
Company respectfully notes that it has included a description of the methodology and underlying assumptions for calculating its TAM,
growth rate projections and market share on pages 4, 5, 81, and 82 of the Registration Statement. The Company believes
such methodology and assumptions to be reasonable, which are consistent with the methodology and assumptions used in the third-party
report.

In
addition, the Company notes that the third-party report with respect to its industry and market data is different from the
third-party survey referenced on pages 6 and 84 relating to the Company’s client satisfaction statistics. The Company
respectfully submits that the third-party consultant which administered and conducted the client satisfaction survey is not among
the class of persons subject to Section 7 and Rule 436 as “experts”. The Company has referred to the
third-party survey solely to indicate that such survey was not conducted in-house, and such references were not intended to infer
that any information was “expertized” by any third party. The Company has not expressly identified such third party as
an expert and believes that the company administering the survey should not be considered an “expert” within the meaning
of Rule 436 and the federal securities laws.

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

Key performance metrics and non-GAAP financial measures, page 66

 2. We
                                            note your response to comment 10. However your current disclosure states, "The number
                                            of clients from whom we generate over $100,000 of revenue has grown from 733 in the twelve
                                            months ended March 31, 2021 to 1,023 in the twelve months ended June 30, 2023."
                                            Please include a table in Key Performance Metrics that shows the number of clients from whom
                                            you generate over $100,000 in revenue for each period presented. Showing this statistical
                                            measure for each period presented will allow readers to analyze your growth rates for each
                                            period.

The Company has revised its disclosure
on pages 68 and 69 in response to the Staff’s comment.

    - 3 -

Critical accounting policies and
use of estimates

Goodwill and long-lived assets, page 74

 3. We
                                            note your response to comment 12 and the new disclosure added to page 73. You state
                                            that prior assessments have indicated the fair value exceeds the carrying value for the reporting
                                            units with reasonable headroom. Please disclose when the prior assessments were performed.
                                            Disclose any other indicators considered that supported your qualitative assertion. Also,
                                            tell us your reason for performing a quantitative assessment every fourth year and how that
                                            aligns with accounting guidance.

The Company
has revised its disclosure on page 76 in response to the Staff’s comment.

ASC Topic 350-20-35A states that an entity may assess qualitative factors to determine whether it is more likely than not (that is, a
likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. In addition,
ASC Topic 350-20-35A states that an entity has an unconditional option to bypass the qualitative assessment described in the preceding
paragraph for any reporting unit in any period and proceed directly to performing the first step of the goodwill impairment test. Our
policy is to perform a qualitative assessment to evaluate whether it is more-likely-than-not that the fair value of a reporting unit is
less than its carrying amount, including goodwill. At least every four years, unless circumstances warrant a more frequent evaluation,
we elect the option under ASC Topic 350-20-35A to perform a quantitative assessment in order to better understand the quantitative difference
between our reporting unit’s fair value and its carrying amount.

Notes to consolidated financial statements

2. Summary of significant accounting policies

Revenue Recognition, page F-9

 4. On
                                            page 62 you disclose that the overall increase in revenue was the result of a $25.0
                                            million increase from provider solutions and a $17.3 million increase from patient payments.
                                            In this regard, please expand your revenue recognition disclosure to explain why patients
                                            payments are included in revenue. Disclose who is your customer. Refer to your basis in accounting
                                            literature.

The Company
has revised its disclosure on pages 61, 63, 65, F-10, and F-38 in response to the Staff’s comment.

For further clarification, the Company advises the Staff that “patient payments” refers to products that assist healthcare
providers in collecting payments from patients, and does not refer to payments remitted from patients to healthcare providers, which are
not recorded in the Company’s revenue. The Company does not contract with patients nor does the Company control the services provided
to the patients by healthcare providers. Patient payments solutions are provided to the Company’s customers in the form of subscription
or volume-based services as described on page F-10.

General

 5. We
                                            note that you provide your revenue for the fiscal year ended December 31, 2022 in your
                                            graphics page in the forepart of your prospectus. Please include your net losses for
                                            the same period with equal prominence. Further, please clarify the period or dates yours
                                            number of Clients and Annual Healthcare Payment Transaction statistics were measured.

The Company
has revised its disclosure on its graphics page in response to the Staff’s comment.

 6. Your
                                            graphics page refers to you having "Industry Leading Technology at Scale."
                                            Please clarify the basis for this statement either on your graphics page or in your
                                            prospectus summary.

The
Company has revised its disclosure on pages 5 and 83 in response to the Staff’s
comment.

* * * * * * *

    - 4 -

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

United States securities and exchange commission logo
October 13, 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. 1 to Draft Registration Statement on Form S-1
Submitted September 25, 2023
CIK No. 0001990354
Dear Matthew R. A. Heiman:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
References to prior comments refer to our letter dated September 20, 2023.
Draft Registration Statement on Form S-1 filed September 25, 2023
Our Market Opportunity, page 4
1.We note your response to prior comment 4 regarding your reference to a third-party
commissioned report providing support for your TAM, growth rate projections and market
share.  Please identify the author and/or creator of this report, the title of the report, and
the date the report was issued.  Further, please provide an appropriate consent pursuant to
Rule 436.  Clarify if this report is the same one referenced on page 6 for your client
satisfaction statistics.  If not, please provide similar disclosures for this report as well.

 FirstName LastNameMatthew R. A. Heiman
 Comapany NameWaystar Holding Corp.
 October 13, 2023 Page 2
 FirstName LastName
Matthew R. A. Heiman
Waystar Holding Corp.
October 13, 2023
Page 2
Management’s discussion and analysis of financial condition and results of operations
Key performance metrics and non-GAAP financial measures, page 66
2.We note your response to comment 10.  However your current disclosure states, "The
number of clients from whom we generate over $100,000 of revenue has grown from 733
in the twelve months ended March 31, 2021 to 1,023 in the twelve months ended June 30,
2023."  Please include a table in Key Performance Metrics that shows the number of
clients from whom you generate over $100,000 in revenue for each period presented.
Showing this statistical measure for each period presented will allow readers to analyze
your growth rates for each period.
Critical accounting policies and use of estimates
Goodwill and long-lived assets, page 74
3.We note your response to comment 12 and the new disclosure added to page 73.  You
state that prior assessments have indicated the fair value exceeds the carrying value for the
reporting units with reasonable headroom.  Please disclose when the prior assessments
were performed.  Disclose any other indicators considered that supported your qualitative
assertion. Also, tell us your reason for performing a quantitative assessment every fourth
year and how that aligns with accounting guidance.
Notes to consolidated financial statements
2. Summary of significant accounting policies
Revenue Recognition, page F-9
4.On page 62 you disclose that the overall increase in revenue was the result of a $25.0
million increase from provider solutions and a $17.3 million increase from patient
payments.  In this regard, please expand your revenue recognition disclosure to explain
why patients payments are included in revenue. Disclose who is your customer.  Refer to
your basis in accounting literature.
General
5.We note that you provide your revenue for the fiscal year ended December 31, 2022 in
your graphics page in the forepart of your prospectus.  Please include your net losses for
the same period with equal prominence.  Further, please clarify the period or dates yours
number of Clients and Annual Healthcare Payment Transaction statistics were measured.
6.Your graphics page refers to you having "Industry Leading Technology at Scale."  Please
clarify the basis for this statement either on your graphics page or in your prospectus
summary.

 FirstName LastNameMatthew R. A. Heiman
 Comapany NameWaystar Holding Corp.
 October 13, 2023 Page 3
 FirstName LastName
Matthew R. A. Heiman
Waystar Holding Corp.
October 13, 2023
Page 3
            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 Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William Brentani, Esq.

United States securities and exchange commission logo
September 20, 2023
Matthew J. Hawkins
Chief Executive Officer
Waystar Holding Corp.
1550 Digital Drive, #300
Lehi, UT 84043
Re:Waystar Holding Corp.
Draft Registration Statement on Form S-1
Submitted August 24, 2023
CIK No. 0001990354
Dear Matthew J. Hawkins:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement submitted August 24, 2023
Summary, page 1
1.You reference that your platform leverages artificial intelligence, as well as proprietary,
advanced algorithms to automate payment-related workflow tasks.  Please clarify what
you mean by artificial intelligence and explain how it is used in your platform and differs
from simple algorithmic code that automates processes in your platform. In addition,
clarify whether your platform utilizes third-party artificial intelligence products or
internally developed artificial intelligence processes.
2.Please clarify what you mean by the “flywheel effect” on page 2 and how it relates to your
use and capture of data as part of your AI-related systems.

 FirstName LastNameMatthew J.  Hawkins
 Comapany NameWaystar Holding Corp.
 September 20, 2023 Page 2
 FirstName LastName
Matthew J.  Hawkins
Waystar Holding Corp.
September 20, 2023
Page 2
3.We note that the Institutional Investors have certain corporate governance rights if they
collectively own 40% of more of the voting power of the total outstanding common stock,
such as a lower voting threshold to change your articles or bylaws.  Please briefly disclose
these rights in the summary.
Our Market Opportunity, page 3
4.Please provide the basis for your belief that your total addressable market is $15 billion
and why you believe it will grow on a compounded annual basis of 5%.  Clarify how you
calculated these figures.
5.We note your disclosure that “we estimate that our TAM with respect to our current
software solution set, is approximately $15 billion today....”  Please clarify if this means
your market healthcare payment system providers and software-related products and
services, or if it is a narrower term meaning a subset of the healthcare payment systems
that only have the functions that you currently offer.  If you are referring to a broader
market of healthcare-related software beyond payments, provide a more complete
description of the market you are referencing.
6.Please clarify how you determined your market share was between 3% and 7% for
hospitals and ambulatory practices, respectively, and define the market these market
share percentages measure.
Risk Factors
We are subject to health care laws and data privacy and security laws and regulations
governing..., page 32
7.On page 33 of this risk factor, you reference that your AI platform and data it uses may
subject you to additional risks under HIPPA and other health privacy laws.  Please clarify
whether are referring specifically to the use of AI in the operation of your platform and
whether such use may expose you to risks of non-compliance with such health privacy
laws.  For example, whether the AI functionality may cause your controls and procedures
related to privacy protection to be avoided or overwritten without proper authorization or
oversight.
Restrictive covenants in the agreements governing our Credit Facilities may restrict our ability to
pursue our business strategies, page 39
8.Please provide more detail regarding the restrictive covenants in your existing Credit
Facilities and how they may limit your current business operations, including, for
example, acquiring other companies, engaging in new lines of business, entering into
transactions with affiliates, and transfer or disposal of assets.  You should specify the
existing restrictions and explain how it limits your ability to do certain activities and
transactions.

 FirstName LastNameMatthew J.  Hawkins
 Comapany NameWaystar Holding Corp.
 September 20, 2023 Page 3
 FirstName LastName
Matthew J.  Hawkins
Waystar Holding Corp.
September 20, 2023
Page 3
Management’s discussion and analysis of financial condition and results of operations
Results of operations for the six months ended June 30, 2023 and 2022, page 60
9.For revenue, cost of revenue, and other line items where there is a material changes from
period-to-period, please expand your discussion to describe the underlying reasons for the
material changes in both quantitative and qualitative terms.  If more than one factor
contributed to the change, quantify each factor.  We refer to guidance in Item 303 of
Regulation S-K.
Key performance metrics and non-GAAP financial measures, page 64
10.You state on pages 58 and 62 that increases in revenue were driven by expansion of
existing and new clients.  Please disclose statistical data regarding client numbers for each
period presented in your key performance metrics or tell us why such a metric is not
provided.  We refer to guidance in Item 303(a) of Regulation S-K.
Liquidity and Capital Resources, page 65
11.You state that you believe your "existing unrestricted cash on hand, expected future cash
flows from operations, and additional borrowings will provide sufficient resources to fund
our operating requirements, as well as future capital expenditures, debt service
requirements, and investments in future growth for at least the next twelve months."
Please expand your discussion to also analyze your ability to generate and obtain adequate
amounts of cash to meet your requirements in the long-term (i.e., beyond the next 12
months).  We refer to guidance in Item 303(b)(1) of Regulation S-K.
Critical accounting policies and use of estimates
Goodwill and long-lived assets, page 72
12.Please expand your discussion of goodwill impairment to explain how goodwill was
tested, significant judgements and assumptions made during testing, and the sensitivity of
goodwill to future impairment.
Business
Our go-to-market strategy, page 79
13.On pages 3 and 16, you reference that your platform is integrated with over 200 vendors,
including ERP, EHR and PM systems.  You further indicate that you have entered
strategic relationships with channel partners to sell your solutions.  Please described these
relationships in more detail and clarify if you are materially dependent on any of these
ERP, EHR, PM or strategic partners or types of strategic partners.  For example, clarify, if
true, whether you are dependent on a small number of ERPs to sell your platform through
their systems for your larger enterprise clients or clients where you generate more than
$100,000 in revenue per client.

 FirstName LastNameMatthew J.  Hawkins
 Comapany NameWaystar Holding Corp.
 September 20, 2023 Page 4
 FirstName LastName
Matthew J.  Hawkins
Waystar Holding Corp.
September 20, 2023
Page 4
14.On pages 21-22, you reference that you are reliant on third-party vendors for critical
services such as clearinghouse systems, payment processing services, software
development, and eligibility verification.  Please clarify whether any of these relationships
are material, and if so, please describe the respective agreements.  Further, please expand
your Business section to discuss how these critical services operate through your
platform.  For example, your Research and Development discussion appears to imply that
the development and improvement of your platform is handled in-house.  If you are reliant
on outside software developers for this work, please clarify so.
15.We note that billing errors and mistakes related to billing may have a significant effect on
your clients, the end users, and your business.  Please clarify how your system can avoid
or reduce billing errors.
Client Case Studies, page 80
16.We note that you provide several examples of how your clients use your platform to
address their payment and business challenges, which include references to various
statistics and financial measures.  When using such information, please reference the
periods, timeframes, and/or dates being measured to provide context of what is being
measured.
Our Clients, page 80
17.On page 15, you briefly describe your client agreements are typically are 2-3 years in
duration, renew automatically in 1-year increments, and allow the client to terminate the
agreement early.  Please clarify whether your typical client agreement allows for early
termination without significant penalty and the ease, or lack thereof, to switch to a
competitor from a financial or technological point of view.  Further, clarify whether
management calculates and evaluates renewal rates as part of this oversight and
management of your business and if they are a key metric.
Competition, page 84
18.Please provide more details of your competition and your competitive environment.  We
note that you indicate that your market share is less than 7% of the market.  Yet you
believe that no competitor matches the breadth and depth of your solutions.  Clarify, for
example, if the market is highly fragmented and mostly consists of similarly sized or
smaller healthcare payments focused companies.  It is unclear whether the ERP, HER, PM
or other strategic partners also provide potentially competing payments or payments
workflow-related solutions.
Management, page 92
19.We note that several of your directors are affiliated with principal stockholders, namely
your Institutional Investors.  Please clarify if these directors were appointed through any
nomination or appointment right through any agreement.

 FirstName LastNameMatthew J.  Hawkins
 Comapany NameWaystar Holding Corp.
 September 20, 2023 Page 5
 FirstName LastNameMatthew J.  Hawkins
Waystar Holding Corp.
September 20, 2023
Page 5
Certain Relationships and Related Party Transactions, page 107
20.Please explain further what you mean by the “highest level of support” that will be
provided to EQT, CPPIB, and Bain director nominees.  For example, clarify whether each
of EQT, CPPIB, and Bain may nominate a director and whether the parties to the
shareholders agreement are obligated to vote their shares to elect those nominees.  Further,
clarify whether this provision terminates if EQT, CPPIB, and Bain’s collective beneficial
ownership falls below a certain voting threshold similar to the provision that would
eliminate the classified board structure should they collectively own less than 15% of the
voting power of the total outstanding shares entitled to vote in director elections.
Principal stockholders, page 110
21.Please disclose the natural person(s) that hold investment and/or voting power over the
shares held by the Institutional Investors, other than the funds affiliated with EQT
Investor.
Description of Capital Stock, page 112
22.You indicate in this section there is a single class of common stock, but you refer to issued
and outstanding Class A Common Stock with no voting rights on page F-28.  Please
clarify.
Notes to Consolidated Financial Statements
16. Stock-based compensation, page F-28
23.We note your statement on page F-29 that, "At December 31, 2022, we did not believe the
vesting of performance condition options criteria was probable and, therefore, no stock-
based compensation has been recorded."  That statement appears to contradict disclosure
regarding stock-based compensation expense recorded on page F-28.  Please clarify your
disclosure to distinguish between various types of stock options.
24.For performance based stock options, please disclose the specific performance conditions
and the amount of expense you will incur once the vesting of performance criteria
becomes probable.
25.Please provide a summary of stock options granted since January 1, 2022.  Provide the
date and amount of each stock option granted along with estimated fair value of the
underlying shares of common stock. Reconcile and explain the differences between the
fair values determined on each grant date including the difference between the most recent
grant date fair value and the midpoint of your offering range. This reconciliation should
describe significant intervening events within the company and changes in assumptions
with the valuation methodologies employed that explain the changes in fair value of your
common stock up to the filing of the registration statement. Continue to provide us with
updates to the above analysis for all equity related transactions through the effectiveness
date of the registration statement.

 FirstName LastNameMatthew J.  Hawkins
 Comapany NameWaystar Holding Corp.
 September 20, 2023 Page 6
 FirstName LastName
Matthew J.  Hawkins
Waystar Holding Corp.
September 20, 2023
Page 6
General
26.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Inessa Kessman, Senior Staff Accountant, at (202) 551-3371 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Edwin Kim, Staff
Attorney, at (202) 551-3297 or Matthew Derby, Legal Branch Chief, at (202) 551-3334 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William Brentani, Esq.