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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.
Registration
Statement on Form S-1
Filed August 18,
2020
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
response.
After reviewing any amendment to your registration statement and
the information that
you provide in response to these comments, we may have additional
comments.
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.
September
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
Operations
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
deferred
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
855-10-50-1.
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 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
questions.
Sincerely,
FirstName LastNameGeorge Syllantavos
Division of
Corporation Finance
Comapany NameGrowth Capital Acquisition Corp.
Office of
Manufacturing
September 10, 2020 Page 3
cc: Jeffrey W. Rubin, Esq.
FirstName LastName