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 Document ESS Tech, Inc. 26440 SW Parkway Ave., Bldg. 83, Wilsonville, Oregon 97070 December 9, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Kristin Baldwin Re: ESS Tech, Inc. Registration Statement on Form S-3 File No. 333-291506 Acceleration Request Requested Date:     December 11, 2025 Requested Time:    4:00 p.m. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, ESS Tech, Inc. (the “ Company ”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-291506) (the “ Registration Statement ”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with the Company’s counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Rachel Nagashima at (650) 680-5361. [ Signature page follows ] Sincerely, ESS Tech, Inc. By: /s/ Kelly F. Goodman Name: Kelly F. Goodman Title: Interim Chief Executive Officer cc: Kate Suhadolnik, ESS Tech, Inc. Mark Baudler, Wilson Sonsini Goodrich & Rosati, P.C. Lianna Whittleton, Wilson Sonsini Goodrich & Rosati, P.C. Rachel Nagashima, Wilson Sonsini Goodrich & Rosati, P.C.

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ESS Tech, Inc.

26440 SW Parkway Ave., Bldg. 83
Wilsonville, Or, 97070

December 12, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Erin Donahue
        Jay Ingram

Re:    ESS Tech, Inc.

    Registration Statement on Form S-3

    File No. 333-275552

    Acceleration Request

    Requested Date:             December 14, 2023

    Requested Time:            4:30 p.m., Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, ESS Tech, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-275552) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with the Company’s counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Mark Baudler at (650) 320-4597.

[Signature page follows]

Sincerely,

ESS Tech, Inc.

 /s/ Eric Dresselhuys

Eric Dresselhuys

Chief Executive Officer

 cc:            Anthony Rabb, ESS Tech, Inc.

Kelly Goodman, ESS Tech, Inc.

    Mark Baudler, Wilson Sonsini Goodrich & Rosati, P.C.

    Lianna Whittleton, Wilson Sonsini Goodrich & Rosati, P.C.

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 Wilson Sonsini Goodrich & Rosati
Professional Corporation

650 Page Mill Road
Palo Alto, California 94304-1050

o: 650.493.9300
f: 866.974.7329

December 7, 2023

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:  Erin Donahue

Jay Ingram

Re:    ESS Tech, Inc.

Registration Statement on Form S-3

Filed November 14, 2023

File No. 333-275552

Ladies and Gentlemen:

On behalf of our client, ESS Tech, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated November 20, 2023, relating to the above-referenced Registration Statement on Form S-3 (the “Registration Statement”). The Company notes that it has filed an amended Registration Statement on Form S-3 on the date hereof (the “Amended Registration Statement”).

In this letter, we have recited the comment from the Staff in italicized, bold type and have followed the comment with the Company’s response. Except for page references appearing in the headings and Staff comments below or as otherwise referenced, all page references herein correspond to the Amended Registration Statement.

Registration Statement on Form S-3 filed November 14, 2023

Selling Securityholders, page 7

1.Please clarify whether you are seeking to register the resale of the warrants. If yes, provide the disclosure required by Form S-3, including the price at which the warrants will be resold. See Item 501(b)(3) of Regulation S-K and Paragraph 16 of Schedule A. In addition, please revise the selling securityholder table to provide the complete disclosure required by Item 507 of Regulation S-K for the warrants.

In response to the Staff’s comment, the Company has revised the disclosure on the prospectus front cover page and page 8 of the Amended Registration to clarify that the Company is registering the warrants for resale in addition to the underlying common stock.

AUSTIN        BEIJING        BOSTON        BOULDER        BRUSSELS        HONG KONG        LONDON        LOS ANGELES        NEW YORK        PALO ALTO
SALT LAKE CITY        SAN DIEGO        SAN FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

Securities and Exchange Commission

December 7, 2023

Page 2

If you require any additional information on the matters contained in this letter, or if we can provide you with any other information that will facilitate your review, please advise us at your earliest convenience.  You may reach me at (650) 320-4597 or mbaudler@wsgr.com.

Sincerely,

/s/ Mark Baudler
Mark Baudler
Wilson Sonsini Goodrich & Rosati, P.C.

cc:    Eric Dresselhuys, ESS Tech, Inc.

    Anthony Rabb, ESS Tech, Inc.

Kelly Goodman, ESS Tech, Inc.

    Lianna Whittleton, Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
November 20, 2023
Eric Dresselhuys
Chief Executive Officer
ESS Tech, Inc.
26440 SW Parkway Ave., Bldg. 83
Wilsonville, Oregon 97070
Re:ESS Tech, Inc.
Registration Statement on Form S-3
Filed November 14, 2023
File No. 333-275552
Dear Eric Dresselhuys:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-3 filed November 14, 2023
Selling Securityholders, page 7
1.Please clarify whether you are seeking to register the resale of the warrants.  If
yes, provide the disclosure required by Form S-3, including the price at which the
warrants will be resold.  See Item 501(b)(3) of Regulation S-K and Paragraph 16 of
Schedule A.  In addition, please revise the selling securityholder table to provide the
complete disclosure required by Item 507 of Regulation S-K for the warrants.
            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.

 FirstName LastNameEric Dresselhuys
 Comapany NameESS Tech, Inc.
 November 20, 2023 Page 2
 FirstName LastName
Eric Dresselhuys
ESS Tech, Inc.
November 20, 2023
Page 2
            Please contact Erin Donahue at 202-551-6063 or Jay Ingram at 202-551-3397 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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November 15, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Gregory Herbers

Re: ESS Tech, Inc.

 Registration Statement on Form S-3

 Filed November 3, 2022

 File No. 333-268138

Acceleration Request

Requested Date: November 17, 2022

Requested Time: 4:30 p.m. (Eastern Time)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, ESS Tech, Inc. (the “Company”) hereby requests that the above-referenced Registration Statements be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statements have been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Mark Baudler at (650) 320-4597.

Very truly yours,

ESS Tech, Inc.

/s/ Anthony Rabb

Anthony Rabb

Chief Financial Officer

cc: Eric Dresselhuys

 ESS Tech, Inc.

 Mark B. Baudler

 Wilson Sonsini Goodrich & Rosati, P.C.

.

United States securities and exchange commission logo
November 10, 2022
Amir Moftakhar
Chief Financial Officer
ESS Tech, Inc.
26440 SW Parkway Ave., Bldg. 83
Wilsonville, Oregon 97070
Re:ESS Tech, Inc.
Registration Statement on Form S-3
Filed November 3, 2022
File No. 333-268138
Dear Amir Moftakhar:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Christoph Luschin

United States securities and exchange commission logo
March 14, 2022
Amir Moftakhar
Chief Financial Officer
ESS Tech, Inc.
26440 SW Parkway Ave., Bldg. 83
Wilsonville, OR 97070
Re:ESS Tech, Inc.
Registration Statement on Form S-1
Filed March 4, 2022
File No. 333-263316
Dear Mr. Moftakhar:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Christoph Luschin

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March 14, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance,

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549-3720

Attn: Gregory Herbers

Re: ESS Tech, Inc.

 Registration Statement on Form S-1 (File No. 333-263316)

Acceleration Request

 Requested Date: March 16, 2021

 Requested Time: 4:30 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, ESS Tech, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-263316) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Mark Baudler at (650) 320-4597.

Sincerely,

ESS TECH, INC.

/s/ Amir Moftakhar

Amir Moftakhar

Chief Financial Officer

cc: Eric Dresselhuys

 ESS Tech, Inc.

 Mark Baudler

 Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
November 8, 2021
Eric Dresselhuys
Chief Executive Officer
ESS Tech, Inc.
26440 SW Parkway Ave., Bldg. 83
Wilsonville, Oregon 97070
Re:ESS Tech, Inc.
Registration Statement on Form S-1
Filed November 3, 2021
File No. 333-260693
Dear Mr. Dresselhuys:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Brian Dillavou

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 November 8, 2021

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance,

 Office of Manufacturing

100 F Street, N.E.

 Washington, D.C. 20549-3720

Attn:     Gregory Herbers

Re:
 ESS Tech, Inc.

Registration Statement on Form S-1

File No. 333-260693

Acceleration Request

 Requested Date:
November 10, 2021

 Requested Time: 4:30 P.M. Eastern Time

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended, ESS Tech, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-260693)
(the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of
the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by
calling Mark Baudler at (650) 320-4597.

Sincerely,

ESS TECH, INC.

 /s/ Amir Moftakhar

Amir Moftakhar

Chief Financial Officer

cc:
 Eric Dresselhuys

ESS Tech, Inc.

 Mark
Baudler

 Brian Dillavou

Alexandra Perry

 Wilson
Sonsini Goodrich & Rosati, P.C.

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 ACON S2 Acquisition Corp.

1133 Connecticut Avenue NW, Ste. 700

Washington, D.C. 20036

 VIA EDGAR

 September 10, 2021

Attention:
 Mindy Hooker

Kevin Stertzel

 Asia
Timmons-Pierce

 Jay Ingram

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Office of Manufacturing

 100 F Street, NE

Washington, D.C. 20549

Re:
 ACON S2 Acquisition Corp.

 Registration Statement on Form S-4, as amended

 File No. 333-257232

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, ACON S2 Acquisition Corp. (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on
September 14, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

Please contact Matthew R. Pacey of Kirkland & Ellis LLP at (713) 836-3786 as soon as the
registration statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

ACON S2 ACQUISITION CORP.

By:

 /s/ Adam Kriger

Name:

Adam Kriger

Title:

Chief Executive Officer

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 ACON S2 Acquisition Corp.

1133 Connecticut Avenue NW, Ste. 700

Washington, DC 20036

 VIA EDGAR

August 26, 2021

Attention:

 Mindy Hooker

 Kevin Stertzel

Asia Timmons-Pierce

 Jay Ingram

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Manufacturing

100 F Street, NE

 Washington, D.C. 20549

Re:
 ACON S2 Acquisition Corp.

 Amendment No. 1 to Registration Statement on Form S-4

 Filed July 28, 2021

 File No. 333-257232

Ladies and Gentlemen:

 Set forth below are the
responses of ACON S2 Acquisition Corp. (“we” or the “Company”) to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) by letter dated August 12, 2021, with respect to the Company’s Amendment No. 1 Registration Statement on Form S-4, File No. 333-257232 (the “Amendment No. 1”).

Concurrently with the submission of this letter, the Company is filing Amendment No. 2 to the Registration Statement on Form S-4 (the “Amendment No. 2”) in response to the Staff’s comments. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed
thereto in Amendment No. 2, unless otherwise specified. All capitalized terms used but not otherwise defined herein shall have the meaning given to them in Amendment No. 2.

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.

 RESPONSE:

In response to the Staff’s comment, the Company has revised the disclosure on page 5,

71 and 117 of Amendment No. 2 to clarify that there are currently no loans outstanding.

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.

 RESPONSE:

In response to the Staff’s comment, the Company has revised the disclosure on page 114 and 115 of Amendment No. 2.

Redemption Rights for Public Shareholders upon Completion of the Business Combination, page 215

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.

RESPONSE:

 In response to
the Staff’s comment, the Company has revised the disclosure on page 5, 70, 116, 216 of Amendment No. 2 to clarify that there was no consideration provided in exchange for the waiver of redemption rights for certain shareholders.

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.

RESPONSE:

 In response to
the Staff’s comment, the Company has revised the disclosure on page 232 of Amendment No. 2 to further clarify that the Company is not contractually obligated to notify and does not intend to so notify investors when the warrants become
eligible for redemption.

5.
 We note your response to prior comment 11 and reissue our comment.

RESPONSE:

 Per the
telephone conversation with the Staff on August 23, 2021, the Company understands that the Staff has no further comments regarding prior comment 11 based on its response letter dated July 28, 2021.

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

 2

completion of certain operation milestones. Please disclose the operation milestones and file the stock financing agreement.

RESPONSE:

 The Company
respectfully advises the Staff that, concurrently with the signing of the Merger Agreement, ESS entered into an amendment to the ESS Series C redeemable convertible preferred stock financing agreement with holders of the outstanding Series C
purchase rights, pursuant to which such holders agreed to waive the milestone conditions and reduce their remaining purchase rights under the Series C redeemable convertible preferred stock financing agreement from 23,236,327 shares of Series C
redeemable convertible preferred stock to 5,427,454 shares in exchange for warrants to purchase up to 14,364,207 shares of Series C redeemable convertible preferred stock with an exercise price of $0.0001 per share and the ability to participate in
the PIPE Financing. The amended purchase rights have an exercise price of $2.95 per share. In the event the Business Combination is not consummated, the purchase rights and milestones will be restored as per the original Series C redeemable
convertible preferred stock financing agreement. Therefore, assuming the Business Combination is consummated, the milestones under the original Series C redeemable convertible preferred stock financing agreement providing for an additional
$80 million in committed funding are inapplicable and there will be no further rights or obligations under the Series C redeemable convertible preferred stock financing agreement, and if the Business Combination is not consummated, ESS will
remain a private company. Accordingly, the Company respectfully informs the Staff that it does not believe the ESS Series C redeemable convertible preferred stock financing agreement is material to the Company’s shareholders, and thus, is not
required to be filed as an exhibit pursuant to Item 601(b)(10) of Regulation S-K.

 The Company has
revised page 202 of Amendment No. 2 to clarify the disclosure regarding the amendment to the Series C redeemable convertible preferred stock financing agreement and the purchase rights thereunder.

*****

 3

 If any additional supplemental information is required by the Staff or if you have any
questions regarding the foregoing, please contact Matthew R. Pacey of Kirkland & Ellis LLP at (713) 836-3786.

 Sincerely,

ACON S2 ACQUISITION CORP.

By:

/s/ Adam Kriger

Name:

Adam Kriger

Title:

Chief Executive Officer

 Enclosures

cc:
 Matthew R. Pacey (Kirkland & Ellis LLP)

United States securities and exchange commission logo
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

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

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 ACON S2 Acquisition Corp.

1133 Connecticut Avenue NW, Ste. 700

Washington, DC 20036

 VIA EDGAR

July 28, 2021

Attention:
 Mindy Hooker

 Kevin Stertzel

 Asia Timmons-Pierce

 Jay Ingram

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
NE

 Washington, D.C. 20549

Re:
 ACON S2 Acquisition Corp.

 Registration Statement on Form S-4

 Filed June 21, 2021

 File No. 333-257232

Ladies and Gentlemen:

 Set forth below are the
responses of ACON S2 Acquisition Corp. (“we” or the “Company”) to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) by letter dated July 16, 2021, with respect to the Company’s Registration Statement on Form S-4, File
No. 333-257232 (the “Registration Statement”).

 Concurrently with the
submission of this letter, the Company is filing Amendment No. 1 to the Registration Statement on Form S-4 (the “Amendment No. 1”) in response to
the Staff’s comments. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in Amendment No. 1, unless otherwise specified.

Registration Statement on Form S-4 filed on June 21, 2021

General

1.
 Please highlight the risk that the sponsor will benefit from the completion of a business combination and
may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.

RESPONSE:

 In response to
the Staff’s comment, the Company has revised the disclosure on page 72 of Amendment No. 1.

2.
 Please clarify if the sponsor and its affiliates can earn a positive rate of return on their investment,
even if other SPAC shareholders experience a negative rate of return in the post-business combination company.

RESPONSE:

 In response to
the Staff’s comment, the Company has revised the disclosure on pages 5, 71, 72 and 117 of Amendment No. 1.

3.
 Please disclose the sponsor and its affiliates’ total potential ownership interest in the combined
company, assuming exercise and conversion of all securities.

 RESPONSE:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has provided the requested total
potential ownership interest of the sponsor and its affiliates as a percentage of outstanding shares of New ESS following the Business Combination on pages xii, 10, 23 and 246 of Amendment No. 1.

4.
 Clarify whether recent common stock trading prices exceed the threshold that would allow the company to
redeem public warrants. Clearly explain the steps, if any, the company will take to notify all shareholders, including beneficial owners, regarding when the warrants become eligible for redemption.

RESPONSE:

 In response to
the Staff’s comment, the Company has revised the disclosure on page 232 of Amendment No. 1. The Company is not contractually obligated to notify investors when the warrants become eligible for redemption. The conditions for redemption of
the warrants have been clearly disclosed and are based solely on trading price of STWO Ordinary Shares, which is readily available to shareholders. Accordingly, the Company does not expect to notify shareholders if the warrants become eligible for
redemption.

5.
 Disclose the material risks to unaffiliated investors presented by taking the company public through a
merger rather than an underwritten offering. These risks could include the absence of due diligence conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement.

 RESPONSE:

In response to the Staff’s comment, the Company has revised the disclosure on page 84 of Amendment No. 1.

 2

6.
 Revise your disclosure to show the potential impact of redemptions on the per share value of the shares
owned by non-redeeming shareholders by including a sensitivity analysis showing a range of redemption scenarios, including minimum, maximum and interim redemption levels.

RESPONSE:

 In response to
the Staff’s comment, the Company has revised the disclosure on pages xviii, xix and 89 of Amendment No. 1.

7.
 Please revise to disclose all possible sources and extent of dilution that shareholders who elect not to
redeem their shares may experience in connection with the business combination. Provide disclosure of the impact of each significant source of dilution, including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions.

RESPONSE:

 In response to
the Staff’s comment, the Company has revised the disclosure on pages xviii, xix and 89 of Amendment No. 1.

8.
 Quantify the value of warrants, based on recent trading prices, that may be retained by redeeming
stockholders assuming maximum redemptions and identify any material resulting risks.

 RESPONSE:

In response to the Staff’s comment, the Company has revised the disclosure on page 89 of Amendment No. 1.

9.
 It appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise your
disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution.

RESPONSE:

 In response to
the Staff’s comment, the Company has revised the disclosure on page xviii and xix of Amendment No. 1.

 3

10.
 Please highlight material differences in the terms and price of securities issued at the time of the IPO
as compared to private placements contemplated at the time of the business combination. Disclose if the SPAC’s sponsors, directors, officers or their affiliates will participate in the private placement.

RESPONSE:

 The Company
respectfully submits to the Staff that the terms and price of securities issued at the time of the IPO are the same as the PIPE Shares issued to the PIPE Investors at the time of the business combination, except the PIPE Shares are solely shares of
New ESS Common Stock and will not be sold in tandem with a fractional warrant, as the STWO Units were at the time of the IPO. The Company’s sponsors, directors, officers and their affiliates did not participate in the PIPE Financing. In
response to the Staff’s comment, the Company has revised the disclosure on pages 4 and 132 of Amendment No. 1, to clarify that the Company’s sponsors, directors, officers and their affiliates did not participate in the PIPE Financing.

11.
 So that shareholders may better understand the consideration to be received following consummation of the
transactions, please include a table in an appropriate location of the prospectus that quantifies in separate columns a range of potential values shareholders can expect to receive based on the formula disclosed for the conversion of each ESS Common
Stock and ESS Preferred Stock. For example, since New ESS Common Stock “will be issued based on an adjusted equity value with the ESS Preferred Stock receiving the consideration calculated on an
as-converted basis as set forth in the allocation schedule, plus earnout stock pursuant to the terms and conditions of the Merger Agreement,” we would expect to see disclosure that identifies the dollar
value of such per share values based on share prices as of the most recent practicable date.

 RESPONSE:

 In response to the Staff’s comment, the Company has revised the disclosure on the first page of the Notice of Extraordinary
General Meeting to STWO stockholders and pages viii, xi, xv and 121 of Amendment No. 1 to clarify that all ESS Preferred Stock will be converted into ESS Common Stock on a
one-for-one basis immediately prior to the Effective Time and to remove all references to ESS Preferred Stock receiving consideration on an as-converted basis.

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

12.
 Please revise to quantify the aggregate dollar amount of the securities held by the sponsor and its
affiliates as of the most recent practicable date. Please include the current value of loans extended, fees due, and out-of-pocket expenses for which the sponsor and its
affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers and directors, if material.

RESPONSE:

 In response to
the Staff’s comment, the Company has revised the disclosure on pages 5, 71, 72 and 117 of Amendment No. 1.

 Unaudited Pro Forma Condensed
Combined Financial Information, page 20

 4

13.
 We note the tabular disclosure of the pro forma New ESS common stock issued and outstanding immediately
after the business combination on page 23. Please clarify or revise the share numbers disclosed in footnotes (3) and (4) so that they reconcile to the ESS Stockholders share number presented in the table.

 RESPONSE:

In response to the Staff’s comment, the Company has revised the footnote 3 disclosure on page 23 of Amendment No. 1.

14.
 Refer to adjustments (J) and (K) in Note 3 on page 29. Please address
the need to reflect transaction costs in the pro forma statement of operations pursuant to Rule 11- 02(a)(i)(6)(B) of Regulation S-X.

RESPONSE:

 In response to
the Staff’s comment, the Company has revised the adjustments (J) and (K) in Note 3 on page 30 of Amendment No. 1.

15.
 Refer to footnote 5 on page 32. Please disclose the specific terms and conditions associated with the
Earnout shares that will result in the shares being vested.

 RESPONSE:

In response to the Staff’s comment, the Company has revised the footnote 5 disclosure on page 33 of Amendment No. 1.

The Background of the Business Combination, page 101

16.
 Please elaborate on the business, attributes, due diligence and level of negotiations with the 3
companies that you exchanged term draft sheets with.

 RESPONSE:

In response to the Staff’s comment, the Company has revised the disclosure on pages 104 of Amendment No. 1.

17.
 Please identify the consulting firms that provided a written report or analysis to the STWO Board and
management team.

 RESPONSE:

The Company respectfully declines to name the identity of the consulting firms that provided a written report to the STWO Board and management
team so as to comply with certain contractual confidentiality obligations. Additionally, the Company respectfully submits that the identity of the unnamed consulting firms is immaterial to investors and would not provide any additional insight to
the staff or investors in evaluating the background of the transactions. Accordingly, the Company believes that the identity of the consulting firms is not required by the applicable requirements of Form S-4.

 5

18.
 Please identify the second investment bank engaged as placement agents for the PIPE.

 RESPONSE:

The Company respectfully declines to name the identity of the second investment bank engaged as placement agent for the PIPE Financing so as to
comply with certain contractual confidentiality obligations. Additionally, the Company respectfully submits that the identity of the unnamed investment bank is immaterial to investors and would not provide any additional insight to the staff or
investors in evaluating the background of the transactions. Accordingly, the Company believes that the identity of the second investment bank engaged as placement agent for the PIPE Financing is not required by the applicable requirements of Form S-4.

19.
 Please revise your disclosure in this section to include negotiations relating to material terms of the
transaction, including, but not limited to, structure, consideration, proposals and counter-proposals, and size of PIPE. In your revised disclosure, please explain the reasons for the terms, each party’s position on the issues, and how you
reached agreement on the final terms.

 RESPONSE:

In response to the Staff’s comment, the Company has revised the disclosure on pages 108 and 109 of Amendment No. 1.

20.
 We note your statement the projections were not intended to be used by investors or shareholders. Please
describe the reasons the projections were prepared and the purpose for their inclusion in the registration statement.

RESPONSE:

 In response to
the Staff’s comment, the Company has revised the disclosure on pages 113 through 114 of Amendment No. 1.

 Certain ESS Projected Financial
Information, page 110

21.
 We note your disclosure on page 111 that the financial projections reflect numerous estimates and
assumptions, including estimates and assumptions with respect to general business, economic, industry, market, regulatory and financial conditions, trends and other future events, and various other factors, as well as factors specific to ESS’
business. Please revise to describe such estimates and assumptions with greater specificity and quantify where practicable.

RESPONSE:

 In response to
the Staff’s comment, the Company has revised the disclosure on pages 113 through 114 of Amendment No. 1.

 6

22.
 We note that your projected revenue is $2 million for 2021 and
$3.5 billion for 2027. Please explain the basis for the projections beyond year three and justify the projections of year-over-year sustained revenue growth rates. The disclosure relating to projected revenue of
3.5 billion in 2027 should be substantially enhanced so that investors can understand how you derived this value.

RESPONSE:

 In response to
the Staff’s comment, the Company has revised the disclosure on pages 114 through 116 of Amendment No.1. The Company advises the Staff that ESS projected 2024 through 2027 revenue based on high-level market data incorporating several analyst
forecasts of anticipated dollars spent for energy storage in coming years and assumed capturing a percentage of market share based on those forecasts. ESS has designed what the Company and ESS believe is a category defining product for long-duration
energy storage. The $3.5 billion projected revenue in 2027 represents approximately 6% of the total addressable market for the microgrid, distributed energy and utility industries as estimated by Guidehouse Insights.

23.
 We note the following disclosure “[n]either ESS’ nor STWO’s management nor any of their
representatives has made or makes any representation to any person regarding the ultimate performance of ESS compared to the information contained in the projections, and none of them intends to or undertakes any obligation to update or otherwise
revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the projections are shown to be in error.” Please revise
your disclosure to clarify that you will update this information to the extent required by law.

 RESPONSE:

 In response to the Staff’s comment, the Company has revised the disclosure on page 114 of Amendment No. 1.

24.
 Please explain why you believe the projections are in line with your historic operating trends. If they
are not, please explain why the change in trends is appropriate to make your assumptions about growth reasonable under the circumstances.

RESPONSE:

 The Company
acknowledges the Staff’s comment and advises the Staff that ESS’ projections materially differ from ESS’ historical operating trends because it assumes growth in the number and types of products offered and in manufacturing capacity,
as well as continued growth in market share, geographies served and the ability to fund ESS’ operations including working capital and capital expenditures required to support that projected growth, which management believes are reasonable
assumptions under the circumstances. ESS’ current projections are not in line with its historic operating trends for three key reasons:

First, ESS is in the process of

United States securities and exchange commission logo
July 16, 2021
Adam Kriger
Chief Executive Officer
ACON S2 Acquisition Corp.
1133 Connecticut Avenue NW, Ste. 700
Washington, DC 20036
Re:ACON S2 Acquisition Corp.
Registration statement on Form S-4
Filed June 21, 2021
File No. 333-257232
Dear Mr. Kriger:
            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.
Form S-4 filed June 21, 2021
General
1.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
2.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.
3.Please disclose the sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.
4.Clarify whether recent common stock trading prices exceed the threshold that would allow

 FirstName LastNameAdam Kriger
 Comapany NameACON S2 Acquisition Corp.
 July 16, 2021 Page 2
 FirstName LastNameAdam Kriger
ACON S2 Acquisition Corp.
July 16, 2021
Page 2
the company to redeem public warrants. Clearly explain the steps, if any, the company
will take to notify all shareholders, including beneficial owners, regarding when the
warrants become eligible for redemption.
5.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering. These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
6.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.
7.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
8.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
9.It appears that underwriting fees remain constant and are not adjusted based on
redemptions. Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
10.Please highlight material differences in the terms and price of securities issued at the time
of the IPO as compared to private placements contemplated at the time of the business
combination. Disclose if the SPAC’s sponsors, directors, officers or their affiliates will
participate in the private placement.
11.So that shareholders may better understand the consideration to be received following
consummation of the transactions, please include a table in an appropriate location of the
prospectus that quantifies in separate columns a range of potential values shareholders can
expect to receive based on the formula disclosed for the conversion of each ESS Common
Stock and ESS Preferred Stock.  For example, since New ESS Common Stock “will be
issued based on an adjusted equity value with the ESS Preferred Stock receiving the
consideration calculated on an as-converted basis as set forth in the allocation schedule,
plus earnout stock pursuant to the terms and conditions of the Merger Agreement,” we
would expect to see disclosure that identifies the dollar value of such per share values
based on share prices as of the most recent practicable date.

 FirstName LastNameAdam Kriger
 Comapany NameACON S2 Acquisition Corp.
 July 16, 2021 Page 3
 FirstName LastNameAdam Kriger
ACON S2 Acquisition Corp.
July 16, 2021
Page 3
Interests of STWO Directors and Executive Officers in the Business Combination, page 4
12.Please revise to quantify the aggregate dollar amount of the securities held by the sponsor
and its affiliates as of the most recent practicable date. Please include the current value of
loans extended, fees due, and out-of-pocket expenses for which the sponsor and its
affiliates are awaiting reimbursement. Provide similar disclosure for the company’s
officers and directors, if material.
Unaudited Pro Forma Condensed Combined Financial Information, page 20
13.We note the tabular disclosure of the pro forma New ESS common stock issued and
outstanding immediately after the business combination on page 23. Please clarify or
revise the share numbers disclosed in footnotes (3) and (4) so that they reconcile to the
ESS Stockholders share number presented in the table.
14.Refer to adjustments (J) and (K) in Note 3 on page 29. Please address the need to reflect
transaction costs in the pro forma statement of operations pursuant to Rule 11-
02(a)(i)(6)(B) of Regulation S-X.
15.Refer to footnote 5 on page 32. Please disclose the specific terms and conditions
associated with the Earnout shares that will result in the shares being vested.
The Background of the Business Combination, page 101
16.Please elaborate on the business, attributes, due diligence and level of negotiations with
the 3 companies that you exchanged term draft sheets with.
17.Please identify the consulting firms that provided a written report or analysis to the STWO
Board and management team.
18.Please identify the second investment bank engaged as placement agents for the PIPE.
19.Please revise your disclosure in this section to include negotiations relating to material
terms of the transaction, including, but not limited to, structure, consideration, proposals
and counter-proposals, and size of PIPE.  In your revised disclosure, please explain the
reasons for the terms, each party's position on the
issues, and how you reached agreement on the final terms.
20.We note your statement the projections were not intended to be used by investors or
shareholders.  Please describe the reasons the projections were prepared and the purpose
for their inclusion in the registration statement.

Certain ESS Projected Financial Information, page 110
21.We note your disclosure on page 111 that the financial projections reflect numerous
estimates and assumptions, including estimates and assumptions with respect to general
business, economic, industry, market, regulatory and financial conditions, trends and other

 FirstName LastNameAdam Kriger
 Comapany NameACON S2 Acquisition Corp.
 July 16, 2021 Page 4
 FirstName LastNameAdam Kriger
ACON S2 Acquisition Corp.
July 16, 2021
Page 4
future events, and various other factors, as well as factors specific to ESS’ business.
Please revise to describe such estimates and assumptions with greater specificity and
quantify where practicable.
22.We note that your projected revenue is $2 million for 2021 and $3.5 billion for
2027.  Please explain the basis for the projections beyond year three and justify the
projections of year-over-year sustained revenue growth rates.  The disclosure relating to
projected revenue of 3.5 billion in 2027 should be substantially enhanced so that investors
can understand how you derived this value.
23.We note the following disclosure "[n]either ESS’ nor STWO’s management nor any of
their representatives has made or makes any representation to any person regarding the
ultimate performance of ESS compared to the information contained in the projections,
and none of them intends to or undertakes any obligation to update or otherwise revise the
projections to reflect circumstances existing after the date when made or to reflect the
occurrence of future events in the event that any or all of the assumptions underlying the
projections are shown to be in error." Please revise your disclosure to clarify that you will
update this information to the extent required by law.
24.Please explain why you believe the projections are in line with your historic operating
trends. If they are not, please explain why the change in trends is appropriate to make your
assumptions about growth reasonable under the circumstances.
25.Please elaborate on the process you undertook to formulate the projections and
assumptions, including the parties who participated in the preparation of the projections,
and how they were used.
U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE REDEMPTION AND THE
BUSINESS COMBINATION, page 129
26.We note your disclosure that it is intended that the Domestication constitute a
“reorganization” within the meaning of Section 368(a)(l)(F) of the U.S. Internal Revenue
Code of 1986, as amended.  Please revise your disclosure in this section to clearly identify
and articulate the opinion being rendered as to the tax consequences of the Business
Combination and clearly state in both the disclosure and short-form opinion that the
disclosure in this section is the opinion of counsel. If there is uncertainty regarding the tax
treatment of the transactions, counsel may issue a "should" or "more likely than not"
opinion to make clear that the opinion is subject to a degree of uncertainty, and explain
why it cannot give a firm opinion.  Please revise your risk factor disclosure accordingly.
Please also remove language stating that this section is a "discussion" or "summary."
Refer to Section III of Staff Legal Bulletin 19.

ESS Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 191

 FirstName LastNameAdam Kriger
 Comapany NameACON S2 Acquisition Corp.
 July 16, 2021 Page 5
 FirstName LastNameAdam Kriger
ACON S2 Acquisition Corp.
July 16, 2021
Page 5
27.Refer to the liquidity discussion on page 198. Please quantify and more fully disclose and
discuss your long term liquidity requirements and priorities, including potential changes in
those priorities based on the impact of changes in the amount of cash available to the post-
combination company based on the amount of cash redemptions.  In this regard we note
your disclosure on page 199 which indicates that you expect your expenses related to
personnel, manufacturing, research and development, sales and marketing, and general
and administrative activities to increase.  And, we note your disclosure on page 40 which
indicates you are currently in discussions with a potential joint venture partner that will
include building manufacturing facilities.
28.Please refer to the disclosure under Common Stock Valuation on page 201.  Please
disclose and discuss changes in the estimated fair value of your common stock during the
periods presented. Please address material differences between the valuations used to
determine the fair value of your common stock relative to the fair value implied by the
current merger transaction.
SBE Framework Agreement, page 207
29.Please revise to clarify, if true, that there is no assurance that you will achieve any portion
of the $300 million in revenue opportunities.
Redemption Rights for Public Shareholders upon Completion of the Business Combination, page
210
30.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.
Experts, page 243
31.We note ESS was formed in 2011 and the current auditor was engaged in 2020. Please
confirm that ESS did not change auditors during its two most recent fiscal years or
subsequent interim period; alternatively, please provide the disclosures required by Item
304 of Regulation S-K, including a letter from the former auditors, filed as an exhibit to
the registration statement.
Index to Financial Statements, page F-1
32.Please revise the index to the financial statements to remove redundant items.
            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.

 FirstName LastNameAdam Kriger
 Comapany NameACON S2 Acquisition Corp.
 July 16, 2021 Page 6
 FirstName LastName
Adam Kriger
ACON S2 Acquisition Corp.
July 16, 2021
Page 6
            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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 Deutsche Bank Securities Inc.

 60 Wall St.

New York, New York 10005

 Cowen and Company, LLC

599 Lexington Avenue

 New York, New
York 10022

 Stifel, Nicolaus & Company, Incorporated

One South Street, 15th Floor

Baltimore, Maryland 21202

 September 15, 2020

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Asia Timmons-Pierce

Re:
 ACON S2 Acquisition Corp.

Registration Statement on Form S-1

Filed August 31, 2020, as amended

File No. 333-248515

Dear Ms. Timmons-Pierce:

 Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, as representatives of the several underwriters (the “Representatives”), hereby join in the request of ACON S2 Acquisition
Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on September 16, 2020, or as soon thereafter as practicable. The undersigned,
as Representatives of the underwriters, confirm that the underwriters are aware of their obligations under the Act.

 Pursuant to Rule 460 of the General
Rules and Regulations under the Act, the undersigned advises that as of the date hereof, approximately 20 copies of the Preliminary Prospectus dated September 11, 2020 have been distributed to prospective underwriters and dealers, institutional
investors, retail investors and others.

 The undersigned advise that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 * * *

[Signature Page Follows]

Very truly yours,

Deutsche Bank Securities Inc.

Cowen and Company, LLC

Stifel, Nicolaus & Company, Incorporated

DEUTSCHE BANK SECURITIES INC.

By:

 /s/ Ravi Raghunathan

Name:

Ravi Raghunathan

Title:

Managing Director

By:

 /s/ Brandon Sun

Name:

Brandon Sun

Title:

Director

COWEN AND COMPANY, LLC

By:

 /s/ Zach Fisher

Name:

Zach Fisher

Title:

Managing Director

STIFEL, NICOLAUS & COMPANY, INCORPORATED

By:

 /s/ Craig DeDomenico

Name:

Craig DeDomenico

Title:

Managing Director

CORRESP
1
filename1.htm

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.

 Adam Kriger

ACON S2 Acquisition Corp.

 September 11, 2020

Page 2

 You may contact Andi Carpenter, Staff
Accountant, at 202-551-3645 or John Cash, Accounting Branch Chief, at 202-551-3768 if you
have questions regarding comments on the financial statements and related matters. Please contact Asia Timmons-Pierce, Staff Attorney, at 202-551-3754 or Jay Ingram,
Legal Branch Chief, at 202-551-3397 with any other questions.

Sincerely,

Division of Corporation Finance

Office of Manufacturing

CORRESP
1
filename1.htm

Response Letter

 ACON S2 Acquisition Corp.

1133 Connecticut Avenue NW, Ste. 700

Washington, DC 20036

September 15, 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.

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

 Filed September 9, 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
September 11, 2020, with respect to the above referenced Amendment No. 1 to 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.

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.

 Response: The Company acknowledges
the Staff’s comment and provided the missing consent in Amendment No. 2 to Registration Statement on Form S-1 filed September 11, 2020.

 We hope that the foregoing has been responsive to the Staff’s 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

 2

CORRESP
1
filename1.htm

Acceleration Request

 ACON S2 Acquisition Corp.

1133 Connecticut Avenue NW, Ste. 700

Washington, DC 20036

September 15, 2020

 VIA EDGAR

 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549

Re:
 ACON S2 Acquisition Corp.

 Registration Statement on Form S-1

 File No. 333- 248515

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, ACON S2 Acquisition Corp. (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on
September 16, 2020, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

Please contact Christian O. Nagler, of Kirkland & Ellis LLP, special counsel to the Company, at (212)
446-4660, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

 /s/ Adam Kriger

 Adam Kriger

 Chief Executive
Officer

United States securities and exchange commission logo
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.

 FirstName LastNameAdam Kriger
 Comapany NameACON S2 Acquisition Corp.
 September 11, 2020 Page 2
 FirstName LastName
Adam Kriger
ACON S2 Acquisition Corp.
September 11, 2020
Page 2
            You may contact  Andi Carpenter, Staff Accountant, at 202-551-3645 or John Cash,
Accounting Branch Chief, at 202-551-3768 if you have questions regarding comments on the
financial statements and related matters.  Please contact Asia Timmons-Pierce, Staff Attorney, at
202-551-3754 or Jay Ingram, Legal Branch Chief, at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 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 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

Warrants, page 126

1.
 Staff’s 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 Staff’s comment and has provided
the missing risk factor.

 Exhibit 23.1 Independent Registered Public Accounting Firm’s Consent, page 23

2.
 Staff’s 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.
 Staff’s comment: Please note that your auditor’s 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 Staff’s 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
Staff’s 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

 2

United States securities and exchange commission logo
September 9, 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.
Registration Statement on Form S-1
Filed August 31, 2020
File No. 333-248515
Dear Mr. Kriger:
            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.
Registration Statement on Form S-1
Warrants, page 126
1.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.

Exhibit 23.1 Independent Registered Public Accounting Firm's Consent, page 23
2.Please have your auditor correct the date of the audit report.

 FirstName LastNameAdam Kriger
 Comapany NameACON S2 Acquisition Corp.
 September 9, 2020 Page 2
 FirstName LastName
Adam Kriger
ACON S2 Acquisition Corp.
September 9, 2020
Page 2
Financial Statements
Notes to Financial Statements
Note 8 Subsequent Events, page F-17
3.Please note that your auditor's report is dated August 31, 2020.  Refer to our prior
comment one and provide the correct date under ASC 855-10-25-1A
            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 Andi Carpenter, Staff Accountant, at 202-551-3645 or John Cash,
Accounting Branch Chief, at 202-551-3768 if you have questions regarding comments on the
financial statements and related matters.  Please contact Asia Timmons-Pierce, Special Counsel,
at 202-551-3754 or Jay Ingram, Legal Branch Chief, at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

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.

 We hope that the foregoing has been responsive to the Staff’s 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

 2

United States securities and exchange commission logo
August 24, 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.
Draft Registration Statement on Form S-1
Filed July 31, 2020
File No. 377-03361
Dear Mr. Kriger:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Notes to the Financial Statements
Note 8 Subsequent Events , page F-17
1.Please revise to provide the missing date in your Subsequent Events footnote.  Refer to
ASC 855-10-25-1A.

 FirstName LastNameAdam Kriger
 Comapany NameACON S2 Acquisition Corp.
 August 24, 2020 Page 2
 FirstName LastName
Adam Kriger
ACON S2 Acquisition Corp.
August 24, 2020
Page 2
            You may contact Andi Carpenter at 202-551-3645 or John Cash at 202-551-3768 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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing