Comment Letter

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

September 11, 2020

Adam Kriger

Chief Executive Officer and Chief Financial 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-1

Filed September 9, 2020

File No. 333-248515

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.

Amendment No. 1 to Registration Statement on Form S-1

Exhibit 23

1.	Please file a consent from your independent registered public accounting firm with your next amendment. Refer to Item 601 of Regulation S-K.