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United States securities and exchange commission logo
January 25, 2021
George Syllantavos
Co-Chief Executive Officer, Chief Financial Officer, and Director
Growth Capital Acquisition Corp.
The Chrysler Building
405 Lexington Avenue
New York, NY 10174
Re: Growth Capital
Acquisition Corp.
Amendment No. 2 to
Registration Statement on Form S-1
Filed January 12,
2021
File No. 333-248087
Dear Mr. Syllantavos:
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.
Pre-effective Amendment 2 to Registration Statement on Form S-1 filed
January 12, 2021
Summary Financial Data, page 33
1. We note your disclosure
on page F-12 that all amounts due under the promissory notes
will be payable on the
earlier of: (i) March 31, 2021 or (ii) the date on which you
consummate an initial
public offering. As such, it appears to us the promissory notes
payable of $135,325
should be included in calculating working capital as of September
30, 2020. Please revise
your calculation or explain why you believe the
current calculation is
appropriate.
2. We note your disclosure
of as adjusted working capital includes the cash held in trust from
the proceeds of this
offering. Since this cash will essentially be restricted, it appears to us
George Syllantavos
FirstName LastNameGeorge Syllantavos
Growth Capital Acquisition Corp.
Comapany
January 25,NameGrowth
2021 Capital Acquisition Corp.
January
Page 2 25, 2021 Page 2
FirstName LastName
it should not be included in calculating as adjusted working capital
as of September 30,
2020. Please revise your calculation or explain why you believe the
current calculation is
appropriate.
Exhibit 4.4, page 190
3. We note that the form of warrant agreement filed as Exhibit 4.4
provides that any action,
proceeding, or claim 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 that the company
irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive. We also note
that the company
waives any objection to such exclusive jurisdiction. We note the
provision does not
apply claims arising under the Exchange Act. 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. If the provision
applies to actions
arising under the Securities Act, please also add related risk factor
disclosure. If this
provision does not apply to actions arising under the Securities Act,
please also ensure that
the provision in the warrant agreement states this clearly.
Financial Statements
Statements of Changes in Stockholders' Equity, page F-5
4. Please ensure that the amounts presented here and the amounts
presented on your balance
sheet agree. In this regard, we note that you have 3,593,750 shares of
Class B common
stock issued and outstanding for all periods presented on page F-5;
however, on page F-3
you indicate you have 2,875,000 shares of Class B common stock issued
and outstanding
for all periods presented. Please correct this inconsistency.
Note 5 - Commitments
Registration Rights, page F-13
5. You disclose here that no cash penalties will be payable under the
registration rights
agreement; however, you disclose on page 135 that you will be liable
for certain
liquidated damages for failure to honor the registration rights
pursuant to the registration
rights agreement. Please revise your disclosures to address this
apparent discrepancy.
Please also provide the disclosures required by ASC 825-20-50-1.
Note 7 - Subsequent Events, page F-14
6. Please clarify your disclosure here and on page F-10 to disclose the
actual date through
which subsequent events have been evaluated. Refer to ASC 855-10-50-1.
You may contact Jeff Gordon at 202-551-3866 or Anne McConnell at
202-551-3709 if
you have questions regarding comments on the financial statements and related
matters. Please
George Syllantavos
Growth Capital Acquisition Corp.
January 25, 2021
Page 3
contact Asia Timmons-Pierce at 202-551-3754 or Jay Ingram at 202-551-3397 with
any other
questions.
Sincerely,
FirstName LastNameGeorge Syllantavos
Division of Corporation
Finance
Comapany NameGrowth Capital Acquisition Corp.
Office of Manufacturing
January 25, 2021 Page 3
cc: Jeffrey W. Rubin, Esq.
FirstName LastName