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United States securities and exchange commission logo
November 9, 2021
George Syllantavos
Co-Chief Executive Officer
Growth Capital Acquisition Corp.
300 Park Avenue, 16th Floor
New York, New York, 10022
Re: Growth Capital
Acquisition Corp.
Amendment No. 1
Registration Statement on Form S-4
Filed October 21,
2021
File No. 333-259391
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.
Unless we note
otherwise, our references to prior comments are to comments in our
October 6, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Summary of the Proxy Statement/Consent Solicitation Statement/Prospectus
Impact of the Business Combination on GCACs Public Float, page 40
1. Please revise the
tables to present the pro forma New Cepton shares of common stock
issued and outstanding
immediately after the Business Combinations under the four
redemption scenarios,
similar to your disclosure on page 108.
The GCAC Charter and the Amended and Restated Charter, page 96
2. We note your repose to
prior comment 24. We note your disclosure the Amended and
Restated Charter
provides that "the exclusive forum provision shall not apply to claims or
causes of action
brought to enforce a duty or liability created by the Securities Act or the
George Syllantavos
Growth Capital Acquisition Corp.
November 9, 2021
Page 2
Exchange Act, or any other claim for which the federal courts have
exclusive
jurisdiction." This does not appear to be reflected in Articles XI on
page B-7. If your
provision does not apply to actions arising under the Securities Act
or Exchange Act,
please also ensure that the exclusive forum provision in the governing
documents states
this clearly, or tell us how you will inform investors in future
filings that the provision
does not apply to any actions arising under the Securities Act or
Exchange Act.
Unaudited Pro Forma Condensed Combined Financial Information, page 105
3. We note your updated disclosure on pages 109 and 110 in response to
prior comment 14
and reissue in part. Please clearly show the number of shares
authorized, issued and
outstanding both on a historical and pro forma basis.
Certain Projected Financial Information, page 151
4. We note your response to our prior comment 21. Please include this
discussion, or a
reference thereto, in the Certain Projected Financial Information
section on page 36.
General
5. We note your response to our prior comment 3 and reissue in part.
Please clarify whether
recent common stock trading prices exceed the threshold that would
allow the company to
redeem public warrants.
You may contact SiSi Cheng at (202)-551-5004 or John Cash at
(202)-551-3768 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Bradley Ecker at (202)-551-4985 or Asia Timmons-Pierce at
(202)-551-3754 with any
other questions.
FirstName LastNameGeorge Syllantavos Sincerely,
Comapany NameGrowth Capital Acquisition Corp.
Division of
Corporation Finance
November 9, 2021 Page 2 Office of
Manufacturing
FirstName LastName