March 25, 2020

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.
           Draft Registration Statement on Form S-1
           Submitted February 27, 2020
           CIK 0001498233

Dear Mr. Syllantavos:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments we may ask you to provide us information so that we may
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 that our comments apply to your facts and
circumstances or do
not believe that an amendment is appropriate, please tell us why in your

      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

Draft Registration Statement on Form S-1 filed February 27, 2020


1.     Provide us copies of all written communications as defined by Rule 405
under the
       Securities Act that you or anyone authorized to do so on your behalf
present to potential
       investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain
       copies of the communications. Please contact us if you have this
Past performance by Maxim (and its affiliates), including our management, may
not be
indicative of future performance..., page 47

2.     Disclosure that your officers and directors have not had experience
managing blank check
 George Syllantavos
FirstName LastNameGeorgeCorp.
Growth Capital Acquisition Syllantavos
March 25, NameGrowth Capital Acquisition Corp.
March 25, 2020 Page 2
Page 2
FirstName LastName
         companies or special purpose acquisition companies appears
inconsistent with disclosure
         on page 4 and elsewhere that your two co-chief executive officers,
Messrs. Prokopios
         Tsirigakis and George Syllantavos, have been the founders, officers,
and directors of three
         blank check companies that completed business combinations. Please
reconcile the
Capitalization, page 73

3.       Please enhance your disclosures to clearly show how you arrived at
each as adjusted
         amount in the notes to your capitalization table. You should also
disclose any significant
         estimates and/or assumptions that you used to arrive at each amount.
In addition, please
         revise the as adjusted total liabilities to include the $5,250,000
marketing fee, or explain
         why you do not believe that this liability should be reflected.
Experts, page 153

4.       Based on the change in your auditor, please provide the disclosures
required by Item 304
         of Regulation S-K, including a letter from your former auditor
agreeing or disagreeing
         with your disclosures, filed as an exhibit to the registration
Consolidated Financial Statements
General, page F-1

5.       Please revise the notes to your financial statements to disclose the
date through which
         subsequent events have been evaluated, and state whether that date is
the date that the
         financial statements were issued or the date that the financial
statements were available to
         be issued. Refer to ASC 855-10-50-1.
Report of Independent Registered Public Accounting Firm, page F-3

6.       We note that the Wagner & Zwerman LLP report for FY 2018 includes
language outside
         of the requirements for the auditor's unqualified report. Please
explain what led the firm
         to include the extra information.
7.       Please ask Wagner & Zwerman LLP to confirm to us that it did not
provide compilation
         services or any other independence-impairing services that would
affect its audit of the
         company's financial statements as of and for the year ended March 31,
2018. Refer to
         Item 2.01(c)(4) of Regulation S-X.
Note 1 - Description of Organization and Business Operations
Income Taxes, page F-11

8.       Please revise your disclosure to clarify, if true, that there were no
unrecognized tax
         benefits and no amounts accrued for interest and penalties as of
December 31, 2019,
         March 31, 2019, and March 31, 2018. We note that your current
disclosure refers to
         March 31, 2018 twice.
 George Syllantavos
Growth Capital Acquisition Corp.
March 25, 2020
Page 3
Note 4 - Related Party Transactions, page F-12

9.    It appears that you will enter into a registration rights agreement on or
before the effective
      date of this offering. Please disclose whether you anticipate any maximum
cash penalties
      under the registration rights agreement and/or any additional penalties
resulting from
      delays in registering your common stock. Refer to ASC 825-20-50-1.
        You may contact Jeffrey R. Gordon, Staff Accountant, at (202) 551-3866
or Anne M.
McConnell, Staff Accountant, at (202) 551-3709 if you have questions regarding
comments on
the financial statements and related matters. Please contact Edward M. Kelly,
Senior Counsel, at
(202) 551-3728 or Asia Timmons-Pierce, Special Counsel, at (202) 551-3754 with
any other

FirstName LastNameGeorge Syllantavos
                                                             Division of
Corporation Finance
Comapany NameGrowth Capital Acquisition Corp.
                                                             Office of
March 25, 2020 Page 3
cc:       Jeffrey W. Rubin, Esq.
FirstName LastName