United States securities and exchange commission logo

                             September 10, 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.
Statement on Form S-1
                                                            Filed August 18,
                                                            File No. 333-248087

       Dear Mr. Syllantavos:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments we may ask you to provide us information so that 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 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 any amendment to your registration statement and
the information that
       you provide in response to these comments, we may have additional

       Registration Statement on Form S-1 filed August 18, 2020

       Risk Factors
       Compliance obligations under the Sarbanes-Oxley Act may make it more
difficult ..., page 62

   1.                                                   You disclose that
Section 404 of the Sarbanes-Oxley Act requires you to evaluate and
                                                        report on your system
of internal controls beginning with your annual report on Form 10-
                                                        K for the year ending
December 31, 2021; however, we note your fiscal year ends on
                                                        March 31 and we note
you disclose on page 108 that you will be required to evaluate
                                                        internal control
procedures for the fiscal year ending March 31, 2022. Please revise your
                                                        disclosure to correct
this discrepancy.
 George Syllantavos
FirstName LastNameGeorge    Syllantavos
Growth Capital Acquisition Corp.
Comapany 10,
September NameGrowth
              2020      Capital Acquisition Corp.
Page 2    10, 2020 Page 2
FirstName LastName
Dilution, page 71

2.       You appropriately disclose on page 71 that your net tangible book
value at June 30, 2020
         was $(17,957); however, you disclose on page 72 that net tangible book
value before the
         offering was $2,043. Please revise your disclosure to correct this
discrepancy. In
         addition, we note your disclosures related to the private placement
stockholders on page
         72 appear to exclude the shares of Class B common stock that they
recently acquired.
         Please clarify or revise your disclosures. Please also revise your
disclosures on pages 16
         and F-11 to explain why the sponsor forfeited 2,833,333 shares of
Class B common stock
         to the company for no consideration on August 14, 2020 and why the
private placement
         stockholders each purchased 1,379,167 shares of Class B common stock
from the
         company for an aggregate purchase price of $4 million.
Management's Discussion and Analysis of Financial Condition and Results of
Overview, page 74

3.       You disclose on page 75 that deferred offering costs were $0 as of
June 30, 2020;
         however, based on your balance sheet on page F-3, we note you recorded
         offering costs of $20,000 as of June 30, 2020. Please correct your
disclosures here and on
         page 34 to agree with your balance sheet.
Exclusive forum for certain lawsuits, page 134

4.       We note that your provision states that the Court of Chancery and the
federal district court
         for the District of Delaware shall have concurrent jurisdiction for
any action arising under
         the Securities Act. However, this is inconsistent with your disclosure
that the exclusive
         forum provision will not apply to suits brought to enforce any duty or
liability created by
         the Securities Act or any other claim for which the federal and state
courts have
         concurrent jurisdiction. Please revise your disclosure here and on
page 63.
Experts, page 153

5.       We note your response to prior comment 1; however, we note compliance
with Item 304
         of Regulation S-K is required "if during the registrant   s two most
recent fiscal years or
         any subsequent interim period, an independent accountant who was
previously engaged as
         the principal accountant to audit the registrant   s financial
statements has resigned (or
         indicated it has declined to stand for re-election after the
completion of the current audit)
         or was dismissed." Since the change in your auditor occurred on August
5, 2019, it
         continues to appear to us that you are required to comply with Item
304 of Regulation S-K
         in the current registration statement as the disclosure requirement is
based on the date that
         the change in auditor occurred rather than the date of its audit
report or the date of the
         financial statements it audited.
Financial Statements, page F-1
 George Syllantavos
Growth Capital Acquisition Corp.
September 10, 2020
Page 3
6.    We note that you provided interim financial statements for the three
months ended June
      30, 2020. Please also provide comparable interim financial statements for
the three
      months ended June 30, 2019 as required by Rule 8-03 of Regulation S-X.
Note 2 - Summary of Significant Accounting Policies
Subsequent Events, page F-10

7.    We note that you evaluated subsequent events that occurred through the
date the financial
      statements were issued. Please revise your disclosure to disclose also
the actual date
      through which subsequent events were evaluated as required by ASC
        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

        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
September 10, 2020 Page 3
cc:       Jeffrey W. Rubin, Esq.
FirstName LastName