SecProbe.io

April 13, 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.
Amendment 1 to Draft Registration Statement on Form S-1
Submitted April 3, 2020
CIK 0001498233
Dear Mr. Syllantavos:
            We have reviewed your amended draft registration statement and have the following
comment.  In our comment we may ask you to provide us information so that we may better
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 comment applies to your facts and circumstances or do
not believe that an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to the comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment 1 to Draft Registration Statement on Form S-1 submitted April 3, 2020
Change In Auditor, page 153
1.We have reviewed your response to prior comment 4.  Item 304(a)(1)(ii) of Regulation S-
K requires a statement whether the accountant's report on the financial statements for
either of the past two years contained an adverse opinion or a disclaimer of opinion or was
qualified or modified as to uncertainty, audit scope, or accounting principles and a
description of the nature of each such adverse opinion, disclaimer of opinion,
modification, or qualification.  This would include disclosure of uncertainty regarding the
ability to continue as a going concern in the accountant’s report.  As such, please revise
your disclosure.  Please also provide an updated exhibit.

 FirstName LastNameGeorge Syllantavos
 Comapany NameGrowth Capital Acquisition Corp.
 April 13, 2020 Page 2
 FirstName LastName
George Syllantavos
Growth Capital Acquisition Corp.
April 13, 2020
Page 2
            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,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeffrey W. Rubin, Esq.