January 27, 2021

 

VIA EDGAR

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Re:

Growth Capital Acquisition Corp.

Registration Statement on Form S-1

File No. 333-248087

 

To whom it may concern:

 

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), Maxim Group LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 9:00 a.m., Washington D.C. time, on January 29, 2021, or as soon thereafter as practicable.

 

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that approximately 1,267 copies of the Preliminary Prospectus dated January 26, 2021 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

 

The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

 

 

[Signature Page Follows]

 

 

MAXIM GROUP LLC

 

By:	/s/ Clifford A. Teller

Name: Clifford A. Teller
Title: Executive Managing Director & Head of Investment Banking