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May 8, 2020
Joseph L. Dowling
Chief Executive Officer
Jaws Acquisition Corp.
1601 Washington Avenue, Suite 800
Miami Beach, FL 33139
Re:Jaws Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed May 7, 2020
File No. 333-237874
Dear Mr. Dowling:
            We have reviewed your 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
Exhibits
1.We note that the form of warrant agreement filed as Exhibit 4.4 provides that the company
agrees that any action, proceeding or claim against it arising out of or relating in any way
to the agreement shall be brought and enforced in the courts of the State of New York or
the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, “which jurisdiction shall be exclusive.” We also note that the
company waives any objection to such “exclusive" jurisdiction.  If this provision requires
investors in this offering to bring any such action, proceeding or claim in the courts of the
State of New York or the United States District Court for the Southern District of New
York, please disclose such provision in your registration statement, and disclose whether
this provision applies to actions arising under the Securities Act or Exchange Act. If the

 FirstName LastNameJoseph L. Dowling
 Comapany NameJaws Acquisition Corp.
 May 8, 2020 Page 2
 FirstName LastName
Joseph L. Dowling
Jaws Acquisition Corp.
May 8, 2020
Page 2
provision applies to actions arising under the Securities Act or Exchange Act, please also
add related risk factor disclosure. If this provision does not apply to actions arising under
the Securities Act or Exchange Act, please also ensure that the provision in the warrant
agreement states this clearly.
2.We note that Section 17.2 of your Form of Amended and Restated Memorandum and
Articles of Association filed as Exhibit 3.2 provides that Class B Shares shall
automatically convert into Class A Shares on a one-for-one basis (a) at any time and from
time to time at the option of the holder thereof; and (b) automatically on the day of the
closing of a Business Combination.  Please revise your prospectus to disclose the optional
conversion feature, and disclose any risks that are material.  In addition, address whether
such Class A shares would have redemption rights or rights to liquidating distributions
from the trust account.
            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.
            You may contact Yolanda Guobadia, Staff Accountant, at (202) 551-3562 or Robert
Babula, Staff Accountant, at (202) 551-3339 if you have questions regarding comments on the
financial statements and related matters.  Please contact Karina Dorin, Staff Attorney, at (202)
551-3763 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation