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                            August 12, 2021

       Adam Kriger
       Chief Executive Officer
       ACON S2 Acquisition Corp.
       1133 Connecticut Avenue NW, Ste. 700
       Washington, DC 20036

                                                        Re: ACON S2 Acquisition
Corp.
                                                            Amendment No. 1 to
Registration statement on Form S-4
                                                            Filed July 28, 2021
                                                            File No. 333-257232

       Dear Mr. Kriger:

             We have reviewed your amended 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our July
16, 2021 letter.

       Amendment No. 1 to Form S-4

       Interests of STWO Directors and Executive Officers in the Business
Combination, page 4

   1.                                                   We note your response
to prior comment 14 an reissue our comment in part. Please
                                                        include the current
value of loans extended.
       Certain ESS Projected Financial Information, page 113

   2.                                                   We note your response
to prior comment 25. Please revise your disclosures to reflect the
                                                        information provided in
your response.
       Redemption Rights for Public Shareholders upon Completion of the
Business Combination,,
       page 215
 Adam Kriger
ACON S2 Acquisition Corp.
August 12, 2021
Page 2

3.       We note your response to prior comment 30 and reissue our comment. We
note that
         certain shareholders agreed to waive their redemption rights. Please
describe any
         consideration provided in exchange for this agreement.
General

4.       We note your response to prior comment 4 that you are not
contractually obligated to
         notify investors when the warrants become eligible for redemption.
Please revise your
         disclosure to clearly state whether you will notify investors when the
warrants become
         eligible for redemption.
5.       We note your response to prior comment 11 and reissue our comment.
6.       We note that your Series C redeemable convertible preferred stock
financing agreement
         provides additional committed funding of up to $80 million based on
the completion of
         certain operation milestones. Please disclose the operation milestones
and file the stock
         financing agreement.
       You may contact Mindy Hooker at 202-551-3732 or Kevin Stertzel at
202-551-3723 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Asia Timmons-Pierce at 202-551-3754 or Jay Ingram at 202-551-3397 with
any other
questions.



FirstName LastNameAdam Kriger                                 Sincerely,
Comapany NameACON S2 Acquisition Corp.
                                                              Division of
Corporation Finance
August 12, 2021 Page 2                                        Office of
Manufacturing
FirstName LastName