CORRESP

ACON S2 Acquisition Corp.

1133 Connecticut Avenue NW, Ste. 700

Washington, DC 20036

August 31, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attn: Andi Carpenter, John Cash, Asia Timmons-Pierce and Jay Ingram

Re:

ACON S2Acquisition Corp.

Registration Statement on Form S-1

Filed August 31, 2020

File No. 377-03361

Ladies and Gentlemen:

This letter sets forth responses of ACON S2 Acquisition Corp. (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in your letter dated August 24, 2020, with respect to the above referenced Registration Statement on Form S-1 (the “Registration Statement”).

The text of the Staff’s comments has been included in this letter for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the numbered comments immediately below each numbered comment.

In addition, the Company has revised Registration Statement in response to the Staff’s comments and the Company is concurrently filing an amendment to the Registration Statement with this letter.

Registration Statement on Form S-1 filed August 31, 2020

Notes to the Financial Statements

Note 8 Subsequent Events, page F-17

1.	Staff’s comment: Please revise to provide the missing date in your Subsequent Events footnote. Refer to ASC 855-10-25-1A.

Response: The Company acknowledges the Staff’s comment and has provided the missing date.