ACON S2 Acquisition Corp.
1133 Connecticut Avenue NW, Ste. 700
Washington, DC 20036
September 11, 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. 333-248515
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 Staffs comments has been included in this letter for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the Staffs letter. For your convenience, we have also set forth the Companys response to each of the numbered comments immediately below each numbered comment.
In addition, the Company has revised Registration Statement in response to the Staffs 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
Warrants, page 126
1. | Staffs comment: We note your disclosure on page 133 regarding the exclusive forum provision in your agreement and the cross reference to the related risk factor. However, it appears that risk factor has been deleted in your recent amendment. If your warrant agreement contains an exclusive forum provision, then please revise to include risk factor disclosure. |
Response: The Company acknowledges the Staffs comment and has provided the missing risk factor.
Exhibit 23.1 Independent Registered Public Accounting Firms Consent, page 23
2. | Staffs comment: Please have your auditor correct the date of the audit report. |
Response: The reference to the date of the audit report in Exhibit 23.1 was properly dated July 31, 2020.
Financial Statements
Notes to Financial Statements
Note 8 Subsequent Events, page F-17
3. | Staffs comment: Please note that your auditors report is dated August 31, 2020. Refer to our prior comment one and provide the correct date under ASC 855-10-25-1A |
Response: The Company acknowledges the Staffs comment and corrected the date of the audit report in Amendment No. 1 to the S-1 dated August 9, 2020.
We hope that the foregoing has been responsive to the Staffs comments. If you have any questions related to this letter, please contact Christian O. Nagler at (212) 446-4660 of Kirkland & Ellis LLP.
Sincerely, |
/s/ Adam Kriger |
Chief Executive Officer |
Via E-mail:
cc: | Christian O. Nagler |
Kirkland & Ellis LLP
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